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

Duties with Respect to the Issuing Entity. 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 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 to prepare, file or deliver pursuant to this Sale and Servicing Agreement or any of the Basic Documents or under state and federal tax and securities 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 Issuing Entity to take pursuant to this Sale and Servicing Agreement or any of the Basic Documents. In accordance with the directions of the Issuing Entity or the Owner Trustee, the Master Servicer shall administer, perform or supervise the performance of such other activities in connection with the Bonds (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuing Entity, the Indenture Trustee or the Owner Trustee. (i) Notwithstanding anything in this Sale and Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee (with a copy to the Indenture Trustee) in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to an Owner (as defined in the Trust Agreement) as contemplated 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 pursuant to such provision. (ii) In carrying out the foregoing duties or any of its other obligations under this Sale and 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 Issuing Entity and shall be, in the Master Servicer’s opinion, no less favorable to the Issuing Entity in any material respect than with terms made available to unrelated third parties.

Duties with Respect to the Issuing Entity. (i) In addition to the duties of the Master Servicer Administrator set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer 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 to prepare, file or deliver pursuant to this Sale and Servicing Agreement or any of the Basic Documents or under state and federal tax and securities lawslaws (including, but not limited to, UCC filings in 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 Issuing Entity to take pursuant to this Sale and Servicing Agreement or any of the Basic Documents. In accordance with the directions of the Issuing Entity or the Owner Trustee, the Master Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Bonds Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuing Entity, the Indenture Trustee or the Owner Trustee. (iii) Notwithstanding anything in this Sale and Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer Administrator shall be responsible for promptly notifying the Owner Trustee (with a copy to the Indenture Trustee) and Certificate Paying Agent in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to an Owner (as defined in the Trust Agreement) as contemplated 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 Certificate Paying Agent pursuant to such provision. (iiiii) In carrying out the foregoing duties or any of its other obligations under this Sale and Servicing Agreement, the Master 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 Issuing Entity and shall be, in the Master ServicerAdministrator’s opinion, no less favorable to the Issuing Entity in any material respect than with terms made available to unrelated third parties.

Duties with Respect to the Issuing Entity. (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 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 to prepare, file or deliver pursuant to this Sale and Servicing Agreement or any of the Basic Documents or under state and federal tax and securities lawsDocuments, and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to this Sale and Servicing Agreement or any of the Basic Documents. In accordance with the directions of the Issuing Entity or the Owner Trustee, the Master The Servicer shall administer, perform or supervise the performance of such other activities in connection with the Bonds Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuing Entity, Owner Trustee and are reasonably within the Indenture Trustee or capability of the Owner TrusteeServicer. (iii) Notwithstanding anything in this Sale and Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee (with a copy to the Indenture Trustee) in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to an Owner a Certificateholder (as defined in the Trust Agreement) as contemplated in Section 5.03 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 pursuant to such provision. (iiiii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, accounting and reports to Owners (as defined in the Trust Agreement); provided, however, that the Owner Trustee shall retain responsibility for the distribution to Certificateholders of the Schedule K-1s furnished to the Owner Trustee by the Servicer which may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iv) The Servicer shall perform the duties of the Servicer specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, 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 Sale and 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 Issuing Entity and shall be, in the Master Servicer’s opinion, no less favorable to the Issuing Entity in any material respect than with terms made available to unrelated third partiesrespect.

Duties with Respect to the Issuing Entity. (i) In addition to the duties of the Master Servicer Administrator set forth in this Servicing Agreement or any of the Basic Documents, the Master Servicer 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 to prepare, file or deliver pursuant to this Sale and Servicing Agreement or any of the Basic Documents or under state and federal tax and securities lawslaws (including, but not limited to, UCC filings in 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 Issuing Entity to take pursuant to this Sale and Servicing Agreement or any of the Basic Documents. In accordance with the directions of the Issuing Entity or the Owner Trustee, the Master Servicer Administrator shall administer, perform or supervise the performance of such other activities in connection with the Bonds Notes (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuing Entity, the Indenture Trustee or the Owner Trustee. (i) Notwithstanding anything in this Sale and Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee (with a copy to the Indenture Trustee) in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to an Owner (as defined in the Trust Agreement) as contemplated 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 pursuant to such provision. (ii) In carrying out the foregoing duties or any of its other obligations under this Sale and Servicing Agreement, the Master 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 Issuing Entity and shall be, in the Master Servicer’s Administrator's opinion, no less favorable to the Issuing Entity in any material respect than with terms made available to unrelated third parties.

Duties with Respect to the Issuing Entity. (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 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 to prepare, file or deliver pursuant to this Sale and Servicing Agreement or any of the Basic Documents or under state and federal tax and securities lawsDocuments, and at the request of the Owner Trustee or the Indenture Trustee shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to this Sale and Servicing Agreement or any of the Basic Documents. In accordance with the directions of the Issuing Entity or the Owner Trustee, the Master The Servicer shall administer, perform or supervise the performance of such other activities in connection with the Bonds Collateral (including the Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuing Entity, Owner Trustee and are reasonably within the Indenture Trustee or capability of the Owner TrusteeServicer. (i) Notwithstanding anything in this Sale and Servicing Agreement or any of the Basic Documents to the contrary, the Master Servicer shall be responsible for promptly notifying the Owner Trustee (with a copy to the Indenture Trustee) in the event that any withholding tax is imposed on the Issuing Entity’s payments (or allocations of income) to an Owner a Certificateholder (as defined in the Trust Agreement) as contemplated in Section 5.03 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 pursuant to such provision. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Servicer shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.6(a), (b), (c) and (d) of the Trust Agreement with respect to, among other things, accounting and reports to Owners (as defined in the Trust Agreement); provided, however, that the Owner Trustee shall retain responsibility for the distribution to Certificateholders of the Schedule K-1s furnished to the Owner Trustee by the Servicer which may be necessary to enable each Certificateholder to prepare its federal and state income tax returns. (iii) The Servicer shall perform the duties of the Servicer specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Servicer under this Agreement or any of the Basic Documents. (iv) In carrying out the foregoing duties or any of its other obligations under this Sale and 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 Issuing Entity and shall be, in the Master Servicer’s opinion, no less favorable to the Issuing Entity in any material respect than with terms made available to unrelated third partiesrespect.