Common use of Duties with Respect to the Issuing Entity Documents Clause in Contracts

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall (i) Subject to the limitations set forth in clause (c) below, the Administrative Agent agrees to perform all of its duties as Administrator Administrative Agent under this Agreement and the Issuing Entity Basic Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator Administrative Agent shall consult with the Issuing Entity and the Owner Trustee regarding its the duties and obligations of the Issuing Entity under the Issuing Entity Documents. The Administrator Administrative Agent shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action by the Issuing Entity is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and Administrative Agent shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator Administrative Agent shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, Basic Documents and shall prepare prepare, obtain, execute, file and execute deliver on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Basic Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator . (ii) The Administrative Agent shall direct also: (A) pay the Indenture Trustee from time to notify such Requesting Party that time the Reallocation Request remains unresolved reasonable compensation provided for in connection the Indenture with respect to services rendered by the Indenture Trustee; (B) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (C) provide the indemnification specified in Section 2.3(d8.01 of the Trust Agreement, and Section 6.07 of the Indenture; and (D) cause the Servicer to provide the indemnification specified in Section 8.02(f) of the Exchange Note Sale Servicing Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculationscalculations as it shall be the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare or deliver pursuant to the Issuing Entity Documents, and shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. Further, on behalf of the Issuing Entity, the Administrator shall perform the duties and obligations related to a transition from the then-current Benchmark, including but not limited to the determination of a Benchmark Transition Event and its related Benchmark Replacement Date and any Benchmark Replacement Conforming Changes or SOFR Adjustment Conforming Changes pursuant to the terms of the Indenture. The Administrator shall perform such calculationscalculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture) as it shall be the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare or deliver pursuant to the Issuing Entity Documents, and shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall (i) Subject to the limitations set forth in clause (c) below, the Administrative Agent agrees to perform all of its duties as Administrator Administrative Agent under this Agreement and the Issuing Entity Basic Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator Administrative Agent shall consult with the Issuing Entity and the Owner Trustee regarding its the duties and obligations of the Issuing Entity under the Issuing Entity Documents. The Administrator Administrative Agent shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action by the Issuing Entity is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and Administrative Agent shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator Administrative Agent shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Basic Documents and shall prepare, obtain, execute, file and deliver on behalf of the Issuing Entity Documentsall such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity to prepare, file or deliver pursuant to the Basic Documents or otherwise by law. (ii) The Administrative Agent shall also: (A) pay the Indenture Trustee from time to time the reasonable compensation provided for in the Indenture with respect to services rendered by the Indenture Trustee; (B) pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); (C) provide the indemnification specified in Section 8.01 of the Trust Agreement, and Section 6.07 of the Indenture; and (D) cause the Servicer to provide the indemnification specified in Section 8.02(f) of the Servicing Agreement. (b) Additional Duties. (i) In addition to the duties of the Administrative Agent set forth above, the Administrative Agent shall perform such calculations, and shall prepare and execute on behalf of for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate Persons of, all such documents, notices, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.08 and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuing Entity Documents or the Owner Trustee to take pursuant to the Basic Documents; provided, however, that the Administrative Agent shall have no obligation to make any payment required to be made by the Issuing Entity under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrative Agent shall have no obligation, and the Owner Trustee shall be required to fully perform its duties, with respect to the obligations of the Owner Trustee specified under the Trust Agreement and to otherwise by applicable lawcomply with the requirements of the Owner Trustee pursuant to or related to Regulation AB. To Subject to Section 1.06 of this Agreement, and in accordance with the extent a Reallocation Request received from a Noteholder or Note reasonable written directions of the Owner has not been resolvedTrustee, the alleged breach has not otherwise been cured Administrative Agent shall administer, perform or supervise the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days performance of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved 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 Owner Trustee and are reasonably within the capability of the Administrative Agent. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrative Agent shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to a Trust Certificateholder as contemplated in Section 2.3(d5.02(c) of the Exchange Note Sale Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrative Agent shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.03 and 9.01(c) of the Trust Agreement with respect to notifying the Trust Certificateholders of the Payment Date on which their Trust Certificates will be repaid and Section 5.04 of the Trust Agreement with respect to accounting and reports to the Trust Certificateholders; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the documentation necessary to enable each Trust Certificateholder to prepare its federal and state income tax returns. (iv) The Administrative Agent shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrative Agent, Accountants acceptable to the Owner Trustee, which shall perform the obligations of the Administrative Agent thereunder. (v) The Administrative Agent shall perform any duties expressly required to be performed by the Administrative Agent under the Trust Agreement. The Administrative Agent shall perform all duties and obligations applicable to or required of the Issuing Entity set forth in Schedule A to the 2023-B Servicing Supplement in accordance with the terms and conditions thereof. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrative Agent may enter into transactions 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 Issuing Entity and shall be, in the Administrative Agent’s opinion, no less favorable to the Issuing Entity than would be available from unaffiliated parties.

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. Further, on behalf of the Issuing Entity, the Administrator shall perform the duties and obligations related to a transition from the then-current Benchmark, including but not limited to the determination of a Benchmark Transition Event and its related Benchmark Replacement Date and any Benchmark Replacement Conforming Changes pursuant to the terms of the Indenture. The Administrator shall perform such calculationscalculations (including any calculations related to a transition from the then-current Benchmark pursuant to the terms of the Indenture), and shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. [Further, on behalf of the Issuing Entity, the Administrator shall perform the duties and obligations related to a transition from the then-current Benchmark, including but not limited to the determination of a Benchmark Transition Event and its related Benchmark Replacement Date and any Benchmark Replacement Conforming Changes pursuant to the terms of the Indenture.] The Administrator shall perform such calculationscalculations as it shall be the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare or deliver pursuant to the Issuing Entity Documents, and shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall perform all of its duties as Administrator under this Agreement and the Issuing Entity Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator shall consult with the Issuing Entity and the Owner Trustee regarding its duties and obligations under the Issuing Entity Documents. The Administrator shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of all such documents, Series 20[__]-[__] Administration Agreement reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, and shall prepare and execute on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Reallocation Request remains unresolved in connection with Section 2.3(d) of the Exchange Note Sale Agreement.

Duties with Respect to the Issuing Entity Documents. The Administrator shall (i) Subject to the limitations set forth in clause (c) below, the Administrative Agent agrees to perform all of its duties as Administrator Administrative Agent under this Agreement and the Issuing Entity Basic Documents and the duties and obligations of the Issuing Entity and the Owner Trustee (in its capacity as owner trustee) under the Issuing Entity Documents; provided, however, except as otherwise provided in the Issuing Entity Documents, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity under any Issuing Entity Document. In addition, the Administrator Administrative Agent shall consult with the Issuing Entity and the Owner Trustee regarding its the duties and obligations of the Issuing Entity under the Issuing Entity Documents. The Administrator Administrative Agent shall monitor the performance of the Issuing Entity and the Owner Trustee and shall advise the Issuing Entity and the Owner Trustee when action by the Issuing Entity is necessary to comply with the Issuing Entity’s and the Owner Trustee’s duties and obligations under the Issuing Entity Documents. The Administrator shall perform such calculations, and Administrative Agent shall prepare for execution by the Issuing Entity 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 Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to prepare, file or deliver pursuant to the Issuing Entity Documents. In furtherance of the foregoing, the Administrator Administrative Agent shall take all appropriate action that is the duty of the Issuing Entity or the Owner Trustee (in its capacity as owner trustee) to take pursuant to the Issuing Entity Documents, Basic Documents and shall prepare prepare, obtain, execute, file and execute deliver on behalf of the Issuing Entity or the Owner Trustee all such documents, reports, filings, instruments, certificates certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Issuing Entity Basic Documents or otherwise by applicable law. To the extent a Reallocation Request received from a Noteholder or Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Transaction Unit has not otherwise been reallocated, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Reallocation Request by the Seller, the Administrator . (ii) The Administrative Agent shall direct also: A. pay the Indenture Trustee from time to notify such Requesting Party that time the Reallocation Request remains unresolved reasonable compensation provided for in connection the Indenture with respect to services rendered by the Indenture Trustee; B. pay the Owner Trustee, the Certificate Registrar and the Paying Agent from time to time reasonable compensation provided for in the Trust Agreement for all services rendered by the Owner Trustee, the Certificate Registrar and the Paying Agent (which compensation shall not be limited by any provision of law in regard to the compensation for a trustee of an express trust); C. provide the indemnification specified in Section 2.3(d8.01 of the Trust Agreement and Section 6.07 of the Indenture; and D. cause the Servicer to provide the indemnification specified in Section 8.02(f) of the Exchange Note Sale Servicing Agreement.