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

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state State and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state State income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the ServicerAdministrator. The Servicer shall monitor the activities Administrator, on behalf of the Issuer Issuer, shall calculate and pay any rebates properly payable to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionDepartment. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if the Owner Trustee shall retain responsibility for Excess Distribution Certificate is not then held by the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) [Reserved]. (f) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any material respectForm 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 Sections 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth in this Servicing Agreement or any of the Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any including, but not limited to, UCC filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderin applicable jurisdictions and annual compliance certificates, if any), and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Certificate Paying Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Certificate Paying Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the information necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal federal, state and state local income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants”) acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer 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 Related Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee, the Indenture Trustee or the Bond Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Bond Insurer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee, the Bond Insurer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Bond Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee -------- ------- shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee Issuer, to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer, in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the information necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal federal, state and state local income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants”) acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer 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 Related Documents or otherwise by law.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); providedPROVIDED, howeverHOWEVER, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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; 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 Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee Trustee, shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder (Certificateholder as defined contemplated in Section 5.2(f) of 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 Trust Collateral Agent 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 or the Owner Trustee and the Depositor set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Servicer’s opinion, no less favorable to the Issuer in any material respect.in

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee, the Indenture Trustee or the Bond Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Bond Insurer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee, the Bond Insurer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Bond Insurer in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master 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 and shall be, in the Master Servicer’s opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth in this Agreement or any of the Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 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 including, but not limited to, UCC filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderin applicable jurisdictions and annual compliance certificates, if any), and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Certificate Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Certificate Paying Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Mortgage Loans (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Indenture Trustee and the Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder Residual Certificateholder (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 Trust Collateral Agent 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 or the Sponsor set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Residual Certificateholders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer Sponsor specified in Section 9.2 11.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if not then held by the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee 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 or the Owner Trustee Trustee, to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 Section 2.8 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (as defined in the Trust Agreement) (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Administrator in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Transferor 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, the Indenture Trustee or the Trust Collateral Agent Administrator pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer or the Depositor set forth in accordance with Section 10.11 5.5 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders the Transferor (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee Depositor shall retain responsibility under the Trust Agreement for the distribution of any necessary the Schedule K-1s, as applicableif any, necessary to enable the Certificateholder Transferor to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer Depositor specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Transaction Documents. (v) The Servicer, on behalf of the Depositor, shall direct the Issuer to request the tender of all or a portion of the Notes in accordance with the Indenture or this Agreement. (vi) 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect. (vii) The Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to Section 7.8 of the Trust Agreement.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In Except as otherwise expressly provided in the Basic Documents to be performed by another party, 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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Mortgage Loans (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Indenture Trustee and the Insurer in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder Residual Certificateholder (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 Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall not be responsible for performance of the duties of the Issuer or the Indenture Trustee set forth in accordance with Section 10.11 6.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Residual Certificateholders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer Sponsor specified in Section 9.2 11.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 Sections 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 or the Owner Trustee or shall cause the timely preparation by other appropriate Persons of and it shall execute all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(f) of the Trust 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 Trust Collateral Agent 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 or the Owner Trustee and the General Partner set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); providedPROVIDED, howeverHOWEVER, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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; 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 Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition The Administrator agrees to perform all its duties as Administrator and, except as specifically excluded herein, agrees to perform all the duties of the Servicer set forth in this Agreement or any Issuer and the Owner Trustee under the Issuer Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Issuer Basic Documents, . The Administrator shall monitor the Servicer performance of the Issuer and shall perform such calculations advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Issuer Basic Documents. The Administrator shall prepare for execution by the Issuer or the Owner Trustee Issuer, or shall cause the preparation by other appropriate Persons of persons of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Issuer Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to Documents. In addition, the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee Administrator shall take or cause the Issuer to take all appropriate action that it is the duty of the Issuer to take pursuant to this the Sale and Servicing Agreement or any of and the other Issuer Basic Documents, includingexcept (i) any such duties that constitute Non-Ministerial Matters (as such term is defined in Section 2(c)), without limitation, pursuant (ii) duties that are expressly identified to Sections 2.6 and 2.11 be performed by the Owner Trustee or another Person on behalf of the Trust AgreementIssuer, (iii) duties constituting payment obligations of the Issuer, including duties under Article Five of the Sale and Servicing Agreement and (iv) duties under Section 3.01 of the Indenture. In accordance with the directions furtherance of the Issuer or the Owner Trusteeforegoing, the Servicer Administrator 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 take all appropriate action that the Issuer or the Owner Trustee and are reasonably within is required to take pursuant to the capability Indenture, including such of the Servicer. The Servicer foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to Sections of the Indenture unless otherwise specified): (i) 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 2.02); (ii) 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 Register (Section 2.04); (iii) the delivery to the Indenture Trustee of sufficient information about the parties and/or transactions so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law (Section 2.09(f)); (iv) the duty to cause an office to be maintained in St. Xxxx, Minnesota, for registration of transfer or exchange of Notes (Section 3.02); (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 and directing any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (vi) the direction to Paying Agents, if any, other than the Indenture Trustee, to deposit monies with the Indenture Trustee (Sections 3.03 and 4.03); (vii) the obtaining and preservation of the Issuer’s qualifications to do business in each jurisdiction where such qualification is or shall monitor be necessary to protect the activities validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04); (viii) the preparation of all supplements and amendments to the Indenture and all UCC financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral as set forth in the Indenture and to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on, and a first priority, perfected security interest in, the Collateral (Section 3.05); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (x) the delivery of an Officer’s Certificate of the Issuer to ensure the Indenture Trustee concerning the identity of each Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xi) the delivery of written notice to the Indenture Trustee, the Rating Agencies and Noteholders of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (xii) the delivery of notice to the Indenture Trustee and the Noteholders of the termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement and, as soon as a Successor Servicer is appointed, the delivery of written notice to the Indenture Trustee and the Noteholders of such appointment (Section 3.07(e)); (xiii) the preparation and obtaining of documents and instruments required for the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (xiv) the duty to cause the Servicer to comply with the Sale and Servicing Agreement (Section 3.12); (xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default, each default on the part of the Seller, the Servicer or the Depositor under the Sale and Servicing Agreement and each default on the part of the Seller or the Purchaser under the Receivables Purchase Agreement (Section 3.17); (xvi) the preparation and maintenance of documents and other written information required for certain United Stated federal income tax purposes (Section 3.21); (xvii) 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 an Opinion of Counsel relating thereto (Section 4.01); (xviii) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 4.04); (xix) the compliance with Section 4.6 5.04 of the Trust Agreement Indenture with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and shall take all action be continuing (Section 5.04(a)); (xx) the requesting of information to facilitate compliance by the Issuer with Rule 15Ga-1 under the Exchange Act (Section 6.05(b)); (xxi) the delivery to the Indenture Trustee of the information necessary to ensure that the Issuer is operated in accordance with the provisions of deliver to each Noteholder such section.information as may be reasonably required to enable such Holder to prepare its United States federal and State income tax returns (Section 6.06(b)); (iixxii) Notwithstanding anything in this Agreement or any the preparation and delivery of notice to Noteholders of the Basic Documents to resignation or removal of the contrary, the Servicer shall be responsible for promptly notifying the Owner Indenture Trustee and the Trust Collateral Agent in appointment of a successor Indenture Trustee (Section 6.08); (xxiii) the event that any withholding tax is imposed 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 preparation of any withholding tax written instruments required to be withheld by confirm more fully the Owner Trustee or the Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution authority of any co-trustee or separate trustee and any written instruments necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xxiv) the Owner Trusteefurnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxv) the preparation and, after execution by the Issuer, the duties filing with the Commission and the Indenture Trustee of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly documents required to be performed filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Sections 7.06 and 7.07); (xxvi) the opening of one or more accounts in the Indenture Trustee’s name and the taking of all actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.02 of the Indenture and Section 5.01 of the Sale and Servicing Agreement); (xxvii) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.04 and 8.05); (xxviii) 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 and the Rating Agencies of required notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxix) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05); (xxx) providing, or causing the Indenture Trustee to provide, notification to Noteholders of redemption of the Notes (Section 10.02); (xxxi) without duplication, the preparation and delivery of all Officer’s Certificates, Independent Certificates and Opinions of Counsel with respect to any requests by the Servicer Issuer to the Indenture Trustee to take any action under this Agreement or any the Indenture (Section 11.01(a)); (xxxii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Basic Documents.Indenture to the extent permitted thereunder (Section 11.01(b)); (vxxxiii) In carrying out the foregoing duties or any preparation and delivery of its other obligations under this Agreementwritten notice to the Rating Agencies, upon the failure of the Issuer, the Servicer may enter into transactions Depositor or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (xxxiv) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with or respect to alternate payment and notices in accordance with the notice provisions of such agreements (Section 11.06); (xxxv) the recording of the Indenture, if applicable (Section 11.15); and (xxxvi) performance by the Issuer of the covenants and agreements set forth in Article Twelve of the Indenture applicable to the Issuer and to otherwise deal comply 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 Article Twelve of the Issuer and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respectIndenture.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (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 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 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 or Federal securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 2.13 of the Trust Agreement. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 or the Owner Trustee set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the ServicerServicer and filed with the appropriate tax authorities, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect. (vi) The Servicer shall prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth in this Servicing Agreement or any of the Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any including, but not limited to, UCC filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderin applicable jurisdictions and annual compliance certificates, if any), and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Certificate Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Certificate Paying Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal Federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Property (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder Certificateholder (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 and the Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer or the Seller set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Master Servicer, the Owner Trustee Depositor shall retain responsibility under Section 5.1(b) of the Trust Agreement for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal Federal and state income tax returns. (iv) The Master Servicer shall perform the duties of the Servicer Depositor specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Master Servicer under this Agreement or any of the Basic Documents. (v) The Master Servicer, on behalf of the Seller, shall direct the Issuer to request the tender of all or a portion of the Notes of any Series in accordance with the Indenture or any Series Supplement. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.01, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Trustee set forth in accordance with Section 10.11 Sections 5.04(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)Certificateholders; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1's necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal Federal and state income tax returns. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (e) The Administrator shall perform the notice obligations in any material respectthe event of default by the Swap Counterparties or the Cap Counterparty specified in the related Swap Agreements and Interest Rate Cap Agreement, respectively.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee, the Indenture Trustee or the Bond Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Bond Insurer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee, the Bond Insurer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Bond Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third-parties.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes for the applicable Accrual Period) and shall prepare for execution by the Issuer or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the ServicerAdministrator. The Servicer shall monitor the activities Administrator, on behalf of the Issuer Issuer, shall calculate and pay any rebates properly payable to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionDepartment. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if the Owner Trustee shall retain responsibility for Excess Distribution Certificate is not then held by the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) [Reserved]. (f) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any material respectForm 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer 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 Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer or the Seller set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Transaction 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Owner Eligible Lender 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 or the Owner Eligible Lender 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In furtherance thereof, includingthe Eligible Lender Trustee shall, without limitationon behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to Sections 2.6 and 2.11 the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Trust Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement. In , and in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Prefunded Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.02 of the Trust Agreement with respect to, among other things, any tax reporting and returns, information or accounting and reports report required to Holders (as defined in the 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, as applicable, be distributed to enable the Certificateholder to prepare its federal and state income tax returnsNote Owners. (ivv) [Reserved.] (vi) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Basic DocumentsIndenture and those under Section 6.07 of the Trust Agreement. (vvii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and any Swap Counterparties as soon as practicable after the Administrator has received notice thereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respector the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an owner (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 Trust Collateral Agent 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 or the Seller set forth in accordance with Section 10.11 5.1 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in writing in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 Owner Trustee and the Holder of the GP Interest set forth in accordance with Section 10.11 Sections 6.2, 6.3, 6.4. 6.5 and 6.6 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); providedPROVIDED, howeverHOWEVER, that once prepared by the Servicer, Holder of the Owner Trustee GP Interest shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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; 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 Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth above and those provided in this the other Related Agreements and the Trust Agreement or any of which the Basic DocumentsAdministrator agrees herein to perform, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Owner Eligible Lender 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 or the Owner Eligible Lender Trustee to prepare, file or deliver pursuant to this the Related Agreements, the Trust Agreement or any of the other Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this the Related Agreements, the Trust Agreement or any of the other Basic Documents. Subject to Section 5 of this Agreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Related Agreements and other Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition The Administrator agrees to perform all its duties as Administrator and, except as specifically excluded herein, agrees to perform all the duties of the Servicer set forth in this Agreement or any Issuer and the Owner Trustee under the Issuer Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Issuer Basic Documents, . The Administrator shall monitor the Servicer performance of the Issuer and shall perform such calculations advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Issuer Basic Documents. The Administrator shall prepare for execution by the Issuer or the Owner Trustee Issuer, or shall cause the preparation by other appropriate Persons of persons of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Issuer Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to Documents. In addition, the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee Administrator shall take or cause the Issuer to take all appropriate action that it is the duty of the Issuer to take pursuant to this the Sale and Servicing Agreement or any of and the other Issuer Basic Documents, includingexcept (i) any such duties that constitute Non-Ministerial Matters (as such term is defined in Section 2(c)), without limitation, pursuant (ii) duties that are expressly identified to Sections 2.6 and 2.11 be performed by the Owner Trustee or another Person on behalf of the Trust AgreementIssuer, (iii) duties constituting payment obligations of the Issuer, including duties under Article Five of the Sale and Servicing Agreement and (iv) duties under Section 3.01 of the Indenture. In accordance with the directions furtherance of the Issuer or the Owner Trusteeforegoing, the Servicer Administrator 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 take all appropriate action that the Issuer or the Owner Trustee and are reasonably within is required to take pursuant to the capability Indenture, including such of the Servicer. The Servicer foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to Sections of the Indenture unless otherwise specified): (i) 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 2.02); (ii) 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 Register (Section 2.04); (iii) the delivery to the Indenture Trustee of sufficient information about the parties and/or transactions so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law (Section 2.09(f)); (iv) the duty to cause an office to be maintained in St. Xxxx, Minnesota, for registration of transfer or exchange of Notes (Section 3.02); (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 and directing any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (vi) the direction to Paying Agents, if any, other than the Indenture Trustee, to deposit monies with the Indenture Trustee (Sections 3.03 and 4.03); (vii) the obtaining and preservation of the Issuer’s qualifications to do business in each jurisdiction where such qualification is or shall monitor be necessary to protect the activities validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04); (viii) the preparation of all supplements and amendments to the Indenture and all UCC financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral as set forth in the Indenture and to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on, and a first priority, perfected security interest in, the Collateral (Section 3.05); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (x) the delivery of an Officer’s Certificate of the Issuer to ensure the Indenture Trustee concerning the identity of each Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xi) the delivery of written notice to the Indenture Trustee, the Rating Agencies and Noteholders of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (xii) the delivery of notice to the Indenture Trustee and the Noteholders of the termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement and, as soon as a Successor Servicer is appointed, the delivery of written notice to the Indenture Trustee and the Noteholders of such appointment (Section 3.07(e)); (xiii) the preparation and obtaining of documents and instruments required for the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (xiv) the duty to cause the Servicer to comply with the Sale and Servicing Agreement (Section 3.12); (xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default, each default on the part of the Seller, the Servicer or the Depositor under the Sale and Servicing Agreement and each default on the part of the Seller or the Purchaser under the Receivables Purchase Agreement (Section 3.17); (xvi) 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 an Opinion of Counsel relating thereto (Section 4.01); (xvii) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 4.04); (xviii) the compliance with Section 4.6 5.04 of the Trust Agreement Indenture with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and shall take all action be continuing (Section 5.04(a)); (xix) the requesting of information to facilitate compliance by the Issuer with Rule 15Ga-1 under the Exchange Act (Section 6.05(b)); (xx) the delivery to the Indenture Trustee of the information necessary to ensure that the Issuer is operated in accordance with the provisions of deliver to each Noteholder such section.information as may be reasonably required to enable such Holder to prepare its United States federal and State income tax returns (Section 6.06(b)); (iixxi) Notwithstanding anything in this Agreement or any the preparation and delivery of notice to Noteholders of the Basic Documents to resignation or removal of the contrary, the Servicer shall be responsible for promptly notifying the Owner Indenture Trustee and the Trust Collateral Agent in appointment of a successor Indenture Trustee (Section 6.08); (xxii) the event that any withholding tax is imposed 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 preparation of any withholding tax written instruments required to be withheld by confirm more fully the Owner Trustee or the Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution authority of any co-trustee or separate trustee and any written instruments necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (xxiii) the Owner Trusteefurnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxiv) the preparation and, after execution by the Issuer, the duties filing with the Commission and the Indenture Trustee of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly documents required to be performed filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Sections 7.06 and 7.07); (xxv) the opening of one or more accounts in the Indenture Trustee’s name and the taking of all actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.02 of the Indenture and Section 5.01 of the Sale and Servicing Agreement); (xxvi) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.04 and 8.05); (xxvii) 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 and the Rating Agencies of required notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxviii) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05); (xxix) providing, or causing the Indenture Trustee to provide, notification to Noteholders of redemption of the Notes (Section 10.02); (xxx) without duplication, the preparation and delivery of all Officer’s Certificates, Independent Certificates and Opinions of Counsel with respect to any requests by the Servicer Issuer to the Indenture Trustee to take any action under this Agreement or any the Indenture (Section 11.01(a)); (xxxi) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Basic Documents.Indenture to the extent permitted thereunder (Section 11.01(b)); (vxxxii) In carrying out the foregoing duties or any preparation and delivery of its other obligations under this Agreementwritten notice to the Rating Agencies, upon the failure of the Issuer, the Servicer may enter into transactions Depositor or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (xxxiii) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with or respect to alternate payment and notices in accordance with the notice provisions of such agreements (Section 11.06); (xxxiv) the recording of the Indenture, if applicable (Section 11.15); and (xxxv) performance by the Issuer of the covenants and agreements set forth in Article Twelve of the Indenture applicable to the Issuer and to otherwise deal comply 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 Article Twelve of the Issuer and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respectIndenture.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate additional action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, including pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 or the Seller set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that -------- ------- once prepared by the Servicer, the Owner Trustee Depositor shall retain responsibility under Section 5.1(b) of the Trust Agreement for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state State and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the [the]/[each] Certificateholder to prepare its federal and state State income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the Basic Documentsother Related Agreements, the Servicer Administrator shall perform such calculations (and in such capacity is hereby appointed the “Calculation Agent” for the Issuer) and shall prepare for execution by the Issuer 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Related Agreements, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsRelated Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents Related Agreements to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder (the Owner Trustee as defined contemplated in Section 5.01(c) of 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents Related Agreements to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Owner Trustee set forth in accordance with Section 10.11 5.04 of the Trust Agreement with respect to, among other things, the preparation of any required tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)forms; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any all reports and forms necessary Schedule K-1s, as applicable, to enable the Certificateholder holder of the Certificate to prepare its federal Federal and state income tax returns. (iv) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement, the Sale and Servicing Agreement and the other Related Agreements. (v) The Administrator shall perform the duties of the Eligible Lender Trustee with respect to Section 10.04 of the Sale and Servicing Agreement in connection with the sale of any Access Loans by the Issuer. (vi) The Administrator agrees to provide notice on behalf of the Issuer, the Owner Trustee or the Eligible Lender Trustee to all other parties and the Rating Agencies of the occurrence of any event requiring such notice under each of the Basic Documents. (vvii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties.

Duties with Respect to the Issuer. (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 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 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 XxxxxxxxSxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 or Federal securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 2.13 of the Trust Agreement. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 or the Owner Trustee set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the ServicerServicer and filed with the appropriate tax authorities, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K 1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect. (vi) The Servicer shall prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or the rules and regulations promulgated thereunder.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Noteholder 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 Trust Collateral Agent 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 or the Seller set forth in accordance with Section 10.11 5.1 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)Certificateholders; provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer or Issuer, the Owner Trustee or the Administrator to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state and federal tax and securities laws the Eligible Lender Trust Agreement (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderIssuer), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic DocumentsDocuments and the Eligible Lender Trust Agreement (Issuer). Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic DocumentsDocument and the Eligible Lender Trust Agreement (Issuer)) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Administrator set forth in accordance with Section 10.11 6.04 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in expenses of which shall be paid by the Depositor or the holder of the Trust Agreement); providedCertificate, however, that once prepared if not then held by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (f) The Administrator shall provide notice to each Rating Agency if a Responsible Officer of the Administrator becomes aware of (i) the occurrence of a downgrade below "A1" by Moody's of Citibank, N.A.'s long-term senior unsecured debt rating axx (xx) if Citibank, N.A. no longer owns 50% or more of the outstanding common stock of SLC.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period and on each Interest Rate Determination Date for the Reset Rate Notes, if the Reset Rate Notes then bear a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if not then held by the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any Swap Agreement, as applicable, including without limitation, any notice obligations specified in each Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Swap Agreement) by the related Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Swap Agreement, as applicable) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee Issuer, to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer, in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal Federal and state State income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants”) acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer 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 Related Documents or otherwise by law.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period) and shall prepare for execution by the Issuer Issuer, the Owner Trustee or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reportsreports (including the reporting of the amount of original issue discount, if any, to the Indenture Trustee), filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Owner Trustee, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Trustee Issuer or the Eligible Lender Trustee, as applicable, shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, as applicable, the Servicer Administrator 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 or the Owner Trustee Eligible Lender Trustee, as applicable, and are reasonably within the capability of the ServicerAdministrator. The Servicer shall monitor the activities Administrator, on behalf of the Issuer Issuer, shall calculate and pay any rebates properly payable to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionDepartment. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Owner Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if the Owner Trustee shall retain responsibility for Excess Distribution Certificate is not then held by the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) [Reserved]. (f) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in than would be available from unaffiliated parties. (g) The Issuer hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any material respectForm 15 or similar document required by the Commission to suspend the Issuer’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s 's compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state State and federal tax and securities laws (including any filings required pursuant to the XxxxxxxxSxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state State income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 10.4, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 Owner Trustee and the holder of the GP Interest set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution to Certificateholders of any the Schedule K-1s furnished to the Owner Trustee by the Servicer which are necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the other Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the other Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Receivables and Other Conveyed Property (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the other Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer set forth in accordance with Section 10.11 5.1(a) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); providedPROVIDED, howeverHOWEVER, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents. (v) The Servicer shall perform the duties, but not any of the payment obligations, of the Issuer specified in the Insurance Agreement. (vi) The Servicer shall perform the duties, but not any of the payment obligations, of the Issuer specified in the Spread Account Agreement. (vii) 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; 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 Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations (including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period) and shall prepare for execution by the Issuer 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.01, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Trustee set forth in accordance with Section 10.11 5.04 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)Excess Distribution Certificateholder; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1’s necessary Schedule K-1s, as applicable, to enable the each Excess Distribution Certificateholder to prepare its federal Federal and state income tax returns. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (f) The Administrator shall perform the notice obligations in the event of a default, termination event or failure to pay in full any material respectamount due by the Swap Counterparties specified in the Swap Agreements. The Administrator shall also provide written notice to the Rating Agencies in the event that a Swap Counterparty’s rating is withdrawn, downgraded below “Aa3”, “A1” or “P-1” by Xxxxx’x, “A-1” or “A+” by S&P or “F-1” or “A” by Fitch or put on watch for downgrade at a time when a Swap Counterparty’s rating is at such levels. (g) The Administrator shall be responsible for performance of the duties of the Trustee set forth in Section 5.04 of the Trust Agreement and the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, the reasonable fees and expenses of which shall be paid by the Depositor or the Excess Distribution Certificateholder, if the Excess Distribution Certificate are not then held by the Depositor.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee Issuer, to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer, in the event that any withholding tax is imposed on the Issuer’s '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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal Federal and state State income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the "Accountants") acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer 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 Related Documents or otherwise by law.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Mortgage Loans (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Indenture Trustee and the Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder Residual Certificateholder (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 Trust Collateral Agent 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 or the Sponsor set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Residual Certificateholders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer Sponsor specified in Section 9.2 11.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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; 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 Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 Sections 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust AgreementAgreement including those required to be performed in connection with the Term Asset-Backed Securities Loan Facility, 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Bond Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Bond Insurer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Bond Insurer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Bond Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third-parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth in this Servicing Agreement or any of the Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any including, but not limited to, UCC filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderin applicable jurisdictions and annual compliance certificates, if any), and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Certificate Paying Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Certificate Paying Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (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 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 or the Owner Trustee to prepare, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections SECTIONS 2.6 and 2.11 2.10 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the The Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Receivables (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Noteholder 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 Trust Collateral Agent 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 or the duties of the Issuer or the Seller set forth in accordance with Section 10.11 SECTION 5.1 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)Noteholders and Certificateholders; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1 as necessary Schedule K-1s, as applicable, to enable the Certificateholder Certificateholders to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 SECTION 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall will perform such calculations and shall will prepare for execution by the Issuer or the Owner Trustee or shall will cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall will be the duty of the Issuer 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall will 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 will be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by in this Agreement. Any such notice shall will be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall will be responsible for performance of the any duties of the Issuer set forth in accordance with any amended Trust Agreement (as contemplated by Section 10.11 2.12 of the Trust Agreement Agreement) with respect to, among other things, tax reporting and returns, accounting and reports to Holders Certificateholders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall will retain responsibility for the distribution of any necessary the Schedule K-1s, as applicable, K-1s upon request of the Certificateholders in order to enable the Certificateholder Certificateholders to prepare its federal and state income tax returns. (iv) The Servicer shall will perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 will be in accordance with any directions received from the Issuer and shall will be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 2.10 of the Trust Agreement. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Master 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 or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer Owner Trustee and the holder of the GP Interest set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Master Servicer shall perform the duties of the Master Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Master 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 Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 set forth in Sections 5.1(a) and (b) of the Trust Agreement in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee 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 or the Owner Trustee Trustee, to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee Trustee, the Insurer and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Transferor 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 Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer or the Depositor set forth in accordance with Section 10.11 5.5 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders the Transferor (as defined in the Trust Agreement); provided, however, that once prepared by the Master Servicer, the Owner Trustee Depositor shall retain responsibility under the Trust Agreement for the distribution of any necessary the Schedule K-1s, as applicableif any, necessary to enable the Certificateholder Transferor to prepare its federal and state income tax returns. (iv) The Master Servicer shall perform the duties of the Servicer Depositor specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Master Servicer under this Agreement or any of the Basic Transaction Documents. (v) The Master Servicer, on behalf of the Depositor, shall direct the Issuer to request the tender of all or a portion of the Notes in accordance with the Indenture or this Agreement. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect. (vii) The Master Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to Section 7.8 of the Trust Agreement.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee 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 or the Owner Trustee Trustee, to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and or federal tax and securities laws (including including, without limitation, any filings certification required pursuant to by 13a-14(d) or 15d-14(d) of the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation Rules and Regulations promulgated thereunderunder the Exchange Act), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Transferor as contemplated by this AgreementAgreement or any of the Transaction Documents. 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 9.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Transaction Documents. (viv) 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Mortgage Loans (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Indenture Trustee and the Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder Certificateholder (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 Trust Collateral Agent 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 or the Sponsor set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Certificateholders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer Sponsor specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition The Administrator agrees to perform all its duties as Administrator and, except as specifically excluded herein, agrees to perform all the duties of the Servicer set forth in this Agreement or any Issuer and the Owner Trustee under the Issuer Basic Documents. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Issuer Basic Documents, . The Administrator shall monitor the Servicer performance of the Issuer and shall perform such calculations advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Issuer Basic Documents. The Administrator shall prepare for execution by the Issuer or the Owner Trustee Issuer, or shall cause the preparation by other appropriate Persons of persons of, all such documents, reports, notices, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Issuer Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to Documents. In addition, the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at the request of the Owner Trustee Administrator shall take or cause the Issuer to take all appropriate action that it is the duty of the Issuer to take pursuant to this the Sale and Servicing Agreement or any of and the other Issuer Basic Documents, includingexcept (i) any such duties that constitute Non-Ministerial Matters (as such term is defined in Section 2(c)), without limitation, pursuant (ii) duties that are expressly identified to Sections 2.6 and 2.11 be performed by the Owner Trustee or another Person on behalf of the Trust AgreementIssuer, (iii) duties constituting payment obligations of the Issuer, including duties under Article Five of the Sale and Servicing Agreement and (iv) duties under Section 3.01 of the Indenture. In accordance with the directions furtherance of the Issuer or the Owner Trusteeforegoing, the Servicer Administrator 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 take all appropriate action that the Issuer or the Owner Trustee and are reasonably within is required to take pursuant to the capability Indenture, including such of the Servicer. The Servicer foregoing as are required with respect to the following matters under the Indenture (parenthetical section references are to Sections of the Indenture unless otherwise specified): (i) 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 2.02); (ii) 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 Register (Section 2.04); (iii) the delivery to the Indenture Trustee of sufficient information about the parties and/or transactions so the Indenture Trustee can determine whether it has tax related obligations under Applicable FATCA Law (Section 2.09(f)); (iv) the duty to cause an office to be maintained in St. Xxxx, Minnesota, for registration of transfer or exchange of Notes (Section 3.02); (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 and directing any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent (Section 3.03); (vi) the direction to Paying Agents, if any, other than the Indenture Trustee, to deposit monies with the Indenture Trustee (Sections 3.03 and 4.03); (vii) the obtaining and preservation of the Issuer’s qualifications to do business in each jurisdiction where such qualification is or shall monitor be necessary to protect the activities validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.04); (viii) the preparation of all supplements and amendments to the Indenture and all UCC financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Collateral as set forth in the Indenture and to obtain and maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders, a first Lien on, and a first priority, perfected security interest in, the Collateral (Section 3.05); (ix) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (x) the delivery of an Officer’s Certificate of the Issuer to ensure the Indenture Trustee concerning the identity of each Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (xi) the delivery of written notice to the Indenture Trustee, the Rating Agencies and Noteholders of a Servicer Termination Event under the Sale and Servicing Agreement and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (xii) the delivery of notice to the Indenture Trustee and the Noteholders of the termination of the Servicer’s rights and powers pursuant to the Sale and Servicing Agreement and, as soon as a Successor Servicer is appointed, the delivery of written notice to the Indenture Trustee and the Noteholders of such appointment (Section 3.07(e)); (xiii) the preparation and obtaining of documents and instruments required for the conveyance or transfer by the Issuer of its properties or assets (Section 3.10(b)); (xiv) the duty to cause the Servicer to comply with the Sale and Servicing Agreement (Section 3.12); (xv) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default, each default on the part of the Seller, the Servicer or the Depositor under the Sale and Servicing Agreement and each default on the part of the Seller or the Purchaser under the Receivables Purchase Agreement (Section 3.17); (xvi) the preparation and maintenance of documents and other written information required for certain United Stated federal income tax purposes (Section 3.21); (xvii) 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 an Opinion of Counsel relating thereto (Section 4.01); (xviii) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 4.04); (xix) the compliance with Section 4.6 5.04 of the Trust Agreement Indenture with respect to the sale of the Collateral in a commercially reasonable manner if an Event of Default shall have occurred and shall take all action be continuing (Section 5.04(a)); (xx) the requesting of information to facilitate compliance by the Issuer with Rule 15Ga-1 under the Exchange Act (Section 6.05(b)); (xxi) the delivery to the Indenture Trustee of the information necessary to ensure that the Issuer is operated in accordance with the provisions of deliver to each Noteholder such section.information as may be reasonably required to enable such Holder to prepare its United States federal and State income tax returns (Section 6.06(b)); (iixxii) Notwithstanding anything in this Agreement or any the preparation and delivery of notice to Noteholders of the Basic Documents to resignation or removal of the contrary, the Servicer shall be responsible for promptly notifying the Owner Indenture Trustee and the Trust Collateral Agent in appointment of a successor Indenture Trustee (Section 6.08); (xxiii) the event that any withholding tax is imposed 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 preparation of any withholding tax written instruments required to be withheld by confirm more fully the Owner Trustee or the Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution authority of any co-trustee or separate trustee and any written instruments necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of any co‑trustee or separate trustee (Sections 6.08 and 6.10); (xxiv) the Owner Trusteefurnishing to the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (xxv) the preparation and, after execution by the Issuer, the duties filing with the Commission and the Indenture Trustee of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly documents required to be performed filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and the transmission of such summaries, as necessary, to the Noteholders (Sections 7.06 and 7.07); (xxvi) the opening of one or more accounts in the Indenture Trustee’s name and the taking of all actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Section 8.02 of the Indenture and Section 5.01 of the Sale and Servicing Agreement); (xxvii) the preparation of an Issuer Request and Officer’s Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Sections 8.04 and 8.05); (xxviii) 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 and the Rating Agencies of required notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (xxix) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.05); (xxx) providing, or causing the Indenture Trustee to provide, notification to Noteholders of redemption of the Notes (Section 10.02); (xxxi) without duplication, the preparation and delivery of all Officer’s Certificates, Independent Certificates and Opinions of Counsel with respect to any requests by the Servicer Issuer to the Indenture Trustee to take any action under this Agreement or any the Indenture (Section 11.01(a)); (xxxii) the preparation and delivery of Officer’s Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the lien of the Basic Documents.Indenture to the extent permitted thereunder (Section 11.01(b)); (vxxxiii) In carrying out the foregoing duties or any preparation and delivery of its other obligations under this Agreementwritten notice to the Rating Agencies, upon the failure of the Issuer, the Servicer may enter into transactions Depositor or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (xxxiv) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with or respect to alternate payment and notices in accordance with the notice provisions of such agreements (Section 11.06); (xxxv) the recording of the Indenture, if applicable (Section 11.15); and (xxxvi) performance by the Issuer of the covenants and agreements set forth in Article Twelve of the Indenture applicable to the Issuer and to otherwise deal comply 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 Article Twelve of the Issuer and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respectIndenture.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth in this Agreement or any of the Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 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 including, but not limited to, UCC filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderin applicable jurisdictions and annual compliance certificates, if any), and at the request of the Owner Trustee, the Indenture Trustee or the Securities Administrator shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee, the Securities Administrator or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Certificate Paying Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Certificate Paying Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (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 prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder Certificateholder (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 Owner Trustee set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution to Certificateholders of any the Schedule K-1s furnished to the Owner Trustee by the Servicer which may be necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations calculations, including calculating on each Interest Rate Determination Date for the Reset Rate Notes, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Owner Eligible Lender 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 or the Owner Eligible Lender 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the holder of the Excess Distribution Certificate, if not then held by the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed. (e) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under the Initial Interest Rate Swap Agreement, Interest Rate Cap Agreement or any Swap Agreement, as applicable, including without limitation, any notice obligations specified in the Initial Interest Rate Swap Agreement, Interest Rate Cap Agreement or any Swap Agreement in the event of a default by the related Swap Counterparty. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Interest Rate Swap Agreement) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee, the Indenture Trustee or the Bond Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Bond Insurer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee, the Bond Insurer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Bond Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Servicer’s opinion, no less favorable to the Issuer in any material respect.in

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Master Servicer’s 's opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third-parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer or the Owner Eligible Lender 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 or the Owner Eligible Lender 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. In furtherance thereof, includingthe Eligible Lender Trustee shall, without limitationon behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to Sections 2.6 and 2.11 the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Trust Eligible Lender Trustee and the Issuer for the purpose of executing on behalf of the Eligible Lender Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 9 of this Agreement. In , and in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall deliver to the Eligible Lender Trustee, the Indenture Trustee, the Rating Agencies and (if the Seller is not the Administrator) the Seller, an Officers' Certificate of the Administrator containing all the information necessary: (A) to pay the Department any Consolidation Fees due and payable to the Department, to the extent such Consolidation Fees are not being deducted by the Department out of Special Allowance Payments or Interest Subsidy Payments, which Officers' Certificate shall be delivered on the date that is three Business Days prior to the date such fees are to be remitted to the Department; (B) during the Revolving Period to pay the Seller, pursuant to Section 2.02 of the Loan Sale Agreement, on each Transfer Date, the Loan Purchase Amount for Delayed Delivery Loans or the Loan Purchase Amount (or if the Parity Date has occurred, the Purchase Collateral Balance) for Delayed Delivery Loans, New Loans or Serial Loans purchased by the Eligible Lender Trustee on behalf of the Issuer on such date and, on each Transfer Date after the end of the Revolving Period, the Purchase Collateral Balance for Serial Loans so purchased on such date (but, only to the extent the Purchase Collateral Balance has not been satisfied by the exchange of Serial Loans for Exchanged Student Loans), which Officers' Certificate, in each case, shall be delivered on the Business Day preceding such Transfer Date; (C) to pay the Servicer the Servicing Fee due on each Monthly Payment Date pursuant to Section 2(d)(iv)(A), 2(d)(v)(A) and 2(e)(iv)(A) and any Servicing Fee Shortfall due on each Quarterly Payment Date pursuant to Section 2(e)(ii)(b)(v), which Officers' Certificate shall be delivered on the each Determination Date; (D) to make all the distributions required by Sections 2(d), 2(e), 2(f) and 2(j), for the Monthly Collection Period or Collection Period, as the case may be, preceding the date of such Officers' Certificate, which Officers' Certificate shall be delivered on each Determination Date. In addition, prior to each Determination Date immediately preceding a Quarterly Payment Date, the Administrator shall determine, in compliance with its obligation to prepare an Officers' Certificate on such Determination Date pursuant to this Section, the Class A-1 Note Rate, the Class A-2 Note Rate and the Subordinate Note Rate that will be applicable to the Quarterly Payment Date following such Determination Date. In connection therewith, the Administrator shall calculate Three-Month LIBOR, the Class A-1 Note LIBOR Rate, the Class A-2 Note LIBOR Rate, the Subordinate Note LIBOR Rate and the Adjusted Student Loan Rate in accordance with the respective definitions thereof. (iii) [Reserved.] (iv) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.02 of the Trust Agreement with respect to, among other things, any tax reporting and returns, information or accounting and reports report required to Holders (as defined in the 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, as applicable, be distributed to enable the Certificateholder to prepare its federal and state income tax returnsNote Owners. (ivv) [Reserved.] (vi) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 Sections 10.02 and 10.03 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee and the appointment of a successor Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any and the other Basic Documents, including those under Sections 6.07 and 6.08 of the Basic DocumentsIndenture and those under Section 6.07 of the Trust Agreement. (vvii) As described in Article IX of the Trust Agreement, notice of any termination of the Trust shall be given by the Administrator to the Eligible Lender Trustee, the Indenture Trustee and the Swap Counterparty as soon as practicable after the Administrator has received notice thereof. (viii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respector the Noteholders than would be available from unaffiliated parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee Issuer, to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer, in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the information necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal and state income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants”) acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer 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 Related Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Note Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Note Insurer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Note Insurer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for for, upon learning of such event, promptly notifying the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Note Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.01(b) of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master Servicer 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 Servicer’s opinion, no less favorable to the Issuer in any material respect.the

Duties with Respect to the Issuer. (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 prepare, file or deliver on behalf of the Issuer or the Owner Trustee or shall cause the preparation preparation, filing or delivery by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Documents or under state State and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder [the]/[each] Certificateholder[s] to prepare its federal and state State income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer Administrator set forth in this Agreement or any of the Basic Documents, the Servicer Administrator shall perform such calculations and shall prepare for execution by the Issuer 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 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 including, but not limited to, UCC filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunderin applicable jurisdictions and annual compliance certificates, if any), and at the request of the Owner Trustee, the Indenture Trustee or the Securities Administrator shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Indenture Trustee, the Securities Administrator or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionTrustee. (ii) Notwithstanding anything in this Agreement or any of the Basic Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Certificate Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.03 of the Trust 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 Trust Collateral Certificate Paying Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectrespect than with terms made available to unrelated third parties.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall will perform such calculations and shall will prepare for execution by the Issuer or the Owner Trustee or shall will cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall will be the duty of the Issuer 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall will 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 will be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by in this Agreement. Any such notice shall will be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall will be responsible for performance of the any duties of the Issuer set forth in accordance with any amended Trust Agreement (as contemplated by Section 10.11 2.12 of the Trust Agreement Agreement) with respect to, among other things, tax reporting and returns, accounting and reports to Holders Certificateholders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall will retain responsibility for the distribution of any necessary the Schedule K-1s, as applicable, K-1s upon request of the Certificateholder in order to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall will perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 will be in accordance with any directions received from the Issuer and shall will be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the applicable Accrual Period and on each Interest Rate Determination Date for each class of Reset Rate Notes then bearing a floating rate of interest, the applicable rate of interest using the applicable Index that will be in effect until the next related Interest Rate Change Date, and shall prepare for execution by the Issuer or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if not then held by the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) The Administrator shall be responsible for serving as Calculation Agent or as successor calculation agent, if required, and shall be responsible for preparing and delivering any notices required to be delivered by the Issuer under any Swap Agreement, as applicable, including without limitation, any notice obligations specified in each Swap Agreement in the event of a default, termination event or failure to pay in full any amount due (as defined in the related Swap Agreement) by the related Swap Counterparty or the Issuer. (f) The Administrator shall be responsible for promptly preparing and delivering a notice to each Rating Agency detailing all actions taken with respect to any Collateral Arrangement (as defined in each Swap Agreement, as applicable) required to be provided under the provisions of any Swap Agreement, and enclosing therewith a copy of each related Collateral Arrangement. (g) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary the Schedule K-1s, as if applicable, necessary to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee 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 or the Owner Trustee Trustee, to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Transferor 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 Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer or the Depositor set forth in accordance with Section 10.11 5.5 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders the Transferor (as defined in the Trust Agreement); provided, however, that once prepared by the Master Servicer, the Owner Trustee Depositor shall retain responsibility under the Trust Agreement for the distribution of any necessary the Schedule K-1s, as applicableif any, necessary to enable the Certificateholder Transferor to prepare its federal and state income tax returns. (iv) The Master Servicer shall perform the duties of the Servicer Depositor specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Master Servicer under this Agreement or any of the Basic Transaction Documents. (v) The Master Servicer, on behalf of the Depositor, shall direct the Issuer to request the tender of all or a portion of the Notes in accordance with the Indenture or this Agreement. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect. (vii) The Master Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to Section 7.8 of the Trust Agreement.

Duties with Respect to the Issuer. (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 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 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 or Federal securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 2.13 of the Trust Agreement. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 or the Owner Trustee set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared by the ServicerServicer and filed with the appropriate tax authorities, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer shall will perform such calculations and shall will prepare for execution by the Issuer or the Owner Trustee or shall will cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall will be the duty of the Issuer 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall will take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall will 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 will be responsible for promptly notifying the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by in this Agreement. Any such notice shall will be in writing and specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall will be responsible for performance of the any duties of the Issuer set forth in accordance with any amended Trust Agreement (as contemplated by Section 10.11 2.12 of the Trust Agreement Agreement) with respect to, among other things, tax reporting and returns, accounting and reports to Holders Certificateholders (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall will retain responsibility for the distribution of any necessary the Schedule K-1s, as applicable, K-1s upon request of the Certificateholders in order to enable the Certificateholder Certificateholders to prepare its federal and state income tax returns. (iv) The Servicer shall will perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 will be in accordance with any directions received from the Issuer and shall will be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (ia) In addition to the duties of the Servicer Administrator set forth above and in this Agreement or any of the other Basic Documents, the Servicer Administrator shall perform such calculations calculations, including calculating on each LIBOR Determination Date the applicable rate of interest for the related class of Notes (if applicable) for the applicable Accrual Period, and shall prepare for execution by the Issuer or the Owner Eligible Lender Trustee or shall cause the preparation by other appropriate Persons of all such documents, reports, filings, instruments, certificates certificates, opinions and opinions notices as it shall be the duty of the Issuer Issuer, the Eligible Lender Trustee or the Owner Trustee Administrator 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 Xxxxxxxx-Xxxxx Act additional Bills of 2002 or any rule or regulation promulgated thereunder)Sale and Additional Purchase Agreements, and at the request of the Owner Eligible Lender Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Documents. Subject to Section 8.1 below, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner Eligible Lender Trustee, the Servicer Administrator 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 or the Owner Eligible Lender Trustee and are reasonably within the capability of the ServicerAdministrator. The Servicer shall monitor the activities Administrator, on behalf of the Issuer Issuer, shall calculate and pay any rebates properly payable to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionDepartment. (iib) 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 Trust Collateral Agent in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer The Administrator shall be responsible for performance of the duties of the Issuer Eligible Lender Trustee set forth in accordance with Section 10.11 5.4 of the Trust Agreement with respect toand the Administrator shall be entitled to hire an Independent accounting firm to perform the duties described therein, among other things, tax reporting the reasonable fees and returns, accounting and reports to Holders (as defined in the Trust Agreement); provided, however, that once prepared expenses of which shall be paid by the ServicerDepositor or the Excess Distribution Certificateholder, if the Owner Trustee shall retain responsibility for Excess Distribution Certificate is not then held by the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsDepositor. (ivc) The Servicer Administrator shall perform the duties of the Servicer Administrator specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Eligible Lender Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer Administrator under this the Trust Agreement or any of and the other Basic Documents. (vd) The Administrator shall be responsible for preparing and delivering, on behalf of the Issuer, (i) all notices required by any Clearing Agency or stock exchange upon which the Notes are then listed and (ii) any information required to effectuate the listing of the Notes on a stock exchange of international standing and, if applicable, the transfer of the listing of the Notes to an alternative stock exchange of international standing. (e) [The Administrator shall perform the notice obligations in the event of default, a Swap Termination Event or a failure to pay in full any amount due by a Swap Counterparty specified in the related Swap Agreement. The Administrator shall also provide written notice to the Rating Agencies in the event that any Swap Counterparty’s rating is withdrawn, downgraded below “[__]”, “[__]” or “[__]” by [___], “[__]” or “[__]” by [___] or “[__]” or if [___] is then a Rating Agency, “[__]” by [___], or put on watch for downgrade at a time when any Swap Counterparty’s rating is at such levels.] (f) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in than would be available from unaffiliated parties. (g) The Eligible Lender Trustee, on behalf of the Issuer, hereby grants a power of attorney and all necessary authorization to the Administrator to submit and file with the Commission any material respectForm 15 or similar document required by the Commission to suspend the Trust’s duty to file reports under Sections 13 and 15(d) of the Exchange Act.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Master 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 or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer Owner Trustee and the Initial Beneficial Holder set forth in accordance with Section 10.11 Sections 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any the Schedule K necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Master Servicer shall perform the duties of the Master Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Master 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 Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Servicer shall perform such calculations and shall prepare for execution by the Owner Trustee or by the Issuer, and shall execute on behalf of, the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx 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 to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer 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 Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Certificateholder 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 Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Issuer set forth in accordance with Section 10.11 Sections 5.1(a) and (b) and 5.2 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)a Certificateholder; provided, however, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution of any necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Transaction 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.2 and 5.5 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Transaction Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee 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 or the Owner Trustee Trustee, to prepare, file or deliver pursuant to this Agreement or any of the Basic Transaction Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Transaction Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (as defined in the Trust Agreement) (including the Basic Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Transaction Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Administrator in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder (as defined in the Trust Agreement) Transferor 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, the Indenture Trustee or the Trust Collateral Agent Administrator pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Transaction Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer or the Depositor set forth in accordance with Section 10.11 5.5 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders the Transferor (as defined in the Trust Agreement); provided, however, that once prepared by the Master Servicer, the Owner Trustee Depositor shall retain responsibility under the Trust Agreement for the distribution of any necessary the Schedule K-1s, as applicableif any, necessary to enable the Certificateholder Transferor to prepare its federal and state income tax returns. (iv) The Master Servicer shall perform the duties of the Servicer Depositor specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and any other duties expressly required to be performed by the Master Servicer under this Agreement or any of the Basic Transaction Documents. (v) The Master Servicer, on behalf of the Depositor, shall direct the Issuer to request the tender of all or a portion of the Notes in accordance with the Indenture or this Agreement. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Master 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 and shall be, in the Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect. (vii) The Master Servicer shall take all necessary action that is the duty of the Issuer to take pursuant to Section 7.8 of the Trust Agreement.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Servicing Agreement or any of the Basic Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee or the Note Insurer shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Servicing Agreement or any of the Basic Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer Issuer, the Note Insurer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer Issuer, the Note Insurer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for for, upon learning of such event, promptly notifying the Owner Trustee, the Indenture Trustee and the Trust Collateral Agent Note Insurer in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.01(b) of the Trust 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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Servicing Agreement, the Master 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.the

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx 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 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 Back to Contents Issuer set forth in accordance with Section 10.11 5.1(a) and (b) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer or the Owner Trustee, the 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (as defined in the Trust Agreement) as contemplated by this in Section 5.2(c) of the Trust 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 Trust Collateral Agent 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 Owner Trustee and the holder of the GP Interest set forth in accordance with Section 10.11 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); providedPROVIDED, howeverHOWEVER, that once prepared by the Servicer, the Owner Trustee shall retain responsibility for the distribution to Certificateholders of any the Schedule K-1s furnished to the Owner Trustee by the Servicer which are necessary Schedule K-1s, as applicable, to enable the each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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; 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 Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 set forth in accordance with Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once -------- ------- prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (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 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 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer 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. In accordance with the directions of the Issuer 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 or the Owner Trustee and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer 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 Trust Collateral Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Holder an Owner (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 Trust Collateral Agent 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 in accordance with Section 10.11 of the Trust Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders Owners (as defined in the Trust Agreement); provided, however, that once prepared by the Servicer, Servicer the Owner Trustee shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 and shall be, in the Servicer’s opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee Issuer, to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer, in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the information necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal federal, state and state local income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants”) acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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. (vi) The Administrator hereby agrees to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall bebe the duty of the Issuer to prepare, in the Servicer’s opinion, no less favorable file or deliver pursuant to the Issuer in any material respectRelated Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and shall prepare for execution by the Issuer (or the [Owner Trustee Trustee] [Managing Member], on behalf of the Issuer) or shall cause the preparation by other appropriate Persons persons, of all such documents, reports, filings, instruments, certificates and opinions opinions, as it shall be the duty of the Issuer (or the [Owner Trustee Trustee] [Managing Member], on behalf of the Issuer), to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer (or the [Owner Trustee] [Managing Member], on behalf of the Issuer), to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer (or the [Owner Trustee] [Managing Member], on behalf of the Issuer), the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer (or the [Owner Trustee Trustee] [Managing Member], on behalf of the Issuer), and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Issuer (or the [Owner Trustee and Trustee] [Managing Member], on behalf of the Trust Collateral Agent Issuer), in the event that any withholding tax is imposed on the Issuer’s '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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer [Owner Trustee] [Managing Member] (if any) set forth in accordance with Sections [____], the penultimate sentence of Section 10.11 [__] and Section [___] of the Trust [Trust] [Limited Liability Company] Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)[holders of Certificates] [members]; provided, however, that once prepared by the Servicer, the [Owner Trustee Trustee] [Managing Member] shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder each [holder of Certificates] [members] to prepare its federal Federal and state State income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the "Accountants") acceptable to the Issuer (or the [Owner Trustee] [Managing Member], on behalf of the Issuer), which Accountants shall perform the obligations of the Administrator thereunder. In connection with clause (ii), the Accountants will provide prior to [__________], a letter in form and substance satisfactory to the [Owner Trustee] [Managing Member] or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) [The Administrator, on behalf of the Issuer, shall perform the duties of the Servicer specified in Section 9.2 10.2 of the Trust [Trust] [Limited Liability Company] Agreement required to be performed in connection with the resignation or removal of the [Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement] [Managing Member], and any other duties expressly required to be performed by the Servicer Administrator under this Agreement or any of the Basic Documents[Trust] [Limited Liability Company] Agreement.] (vvi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; 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 Servicer’s Administrator's opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vii) The Administrator hereby agrees to execute on behalf of the Issuer 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 Basic Documents or otherwise by law.

Duties with Respect to the Issuer. (i) In addition to the duties of the Master Servicer set forth in this Agreement or any of the Basic Documents, the Master Servicer shall perform such calculations and shall prepare for execution by the Issuer 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 or the Owner Trustee to prepare, file or deliver pursuant to this Agreement or any of the Basic Operative Documents or under state and federal tax and securities laws (including any filings required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder)laws, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer to take pursuant to this Agreement or any of the Basic Operative Documents, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In accordance with the directions of the Issuer or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Collateral Mortgage Loans (including 41 46 the Basic Operative Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee and are reasonably within the capability of the Master Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such section. (ii) Notwithstanding anything in this Agreement or any of the Basic Operative Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s 's payments (or allocations of income) with respect to a Holder (as defined in the Trust Agreement) C Certificates 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 Trust Collateral Agent Indenture Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Operative Documents to the contrary, the Master Servicer shall be responsible for performance of the duties of the Issuer or the Sponsor set forth in accordance with [Section 10.11 5.1(a), (b), (c) and (d) of the Trust Agreement C Trust agreement] with respect to, among other things, tax reporting and returns, accounting and reports with respect to Holders (as defined in the 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, as applicable, to enable the Certificateholder to prepare its federal and state income tax returnsC Certificates. (iv) The Servicer shall perform the duties of the Servicer specified in Section 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the 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 Master Servicer may enter into transactions with or otherwise deal with any of its Servicer 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 Master Servicer’s 's opinion, no less favorable to the Issuer in any material respect.

Duties with Respect to the Issuer. (i) In addition to the duties of the Servicer set forth in this Agreement or any of the Basic Documents, the Servicer The Administrator shall perform such calculations calculations, and 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 and opinions opinions, as it shall be the duty of the Issuer or the Owner Trustee Issuer, to perform, 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 Xxxxxxxx-Xxxxx Act of 2002 or any rule or regulation promulgated thereunder), and at Related Documents. At the request of the Owner Trustee Issuer, the Administrator shall take all appropriate action that it is the duty of the Issuer to take pursuant to the Related Documents. Subject to Section 5 of this Agreement or any of the Basic DocumentsAgreement, including, without limitation, pursuant to Sections 2.6 and 2.11 of the Trust Agreement. In in accordance with the directions of the Issuer or the Owner TrusteeIssuer, the Servicer Administrator, on behalf of the Issuer, shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Basic Related Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer or the Owner Trustee Issuer, and are reasonably within the capability of the Servicer. The Servicer shall monitor the activities of the Issuer to ensure the Issuer’s compliance with Section 4.6 of the Trust Agreement and shall take all action necessary to ensure that the Issuer is operated in accordance with the provisions of such sectionAdministrator. (ii) Notwithstanding anything in this Agreement or any of the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for promptly notifying the Owner Trustee and the Trust Collateral Agent Issuer, in the event that any withholding tax is imposed 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 Trust Collateral Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Basic Related Documents to the contrary, the Servicer Administrator shall be responsible for performance of the duties of the Issuer Managing Member set forth in accordance with Section 10.11 Sections 8.2 and 8.3 of the Trust Issuer Limited Liability Company Agreement with respect to, among other things, tax reporting and returns, accounting and reports to Holders (as defined in the Trust Agreement)members; provided, however, that once prepared by the Servicer, the Owner Trustee Managing Member shall retain responsibility for the distribution of any the Schedule K-1s necessary Schedule K-1s, as applicable, to enable the Certificateholder each member to prepare its federal Federal and state State income tax returns. (iv) The Servicer Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) by retaining, at the expense of the Issuer, a firm of independent certified public accountants (the “Accountants") acceptable to the Issuer, which Accountants shall perform the duties obligations of the Servicer specified Administrator thereunder. In connection with clause (ii), the Accountants will provide a letter in Section 9.2 form and substance satisfactory to the Managing Member or the Issuer, as applicable, as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Trust Agreement Code. The Accountants shall be required to be performed update the letter in connection with the resignation or removal of the Owner Trustee, the duties of the Servicer specified in Section 10.11 of the Trust Agreement, and each instance that any other duties expressly additional tax withholding is subsequently required to be performed by the Servicer under this Agreement or any of the Basic Documentspreviously required tax withholding shall no longer be required. (v) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Servicer 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 ServicerAdministrator’s opinion, no less favorable to the Issuer in any material respectthan would be available from unaffiliated parties. (vi) The Administrator hereby agrees to execute on behalf of the Issuer 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 Related Documents or otherwise by law.