Common use of Duties with Respect to the Note Depository Agreement and the Indenture Clause in Contracts

Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity or shall cause the preparation by other appropriate persons of all 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 Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity to take pursuant to the Indenture, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicable): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture); (C) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d) of the Indenture); (D) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture); (G) 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 (Section 3.3(c) of the Indenture); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture); (I) the obtaining and preservation of the Issuing Entity’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section

Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing EntityIssuer’s or the Owner Trustee’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and Indenture or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.05); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.08(b)); (C) the fixing or causing to be fixed of any specified record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.08(c)); (D) 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); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.10); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (G) 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 (Section 3.3(c) of the Indenture3.03); (H) the direction to the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (I) the obtaining and preservation of the Issuing EntityIssuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (J) the preparation of all supplements and amendments to the Indenture and all 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 Trust Estate (Section 3.05); (K) the delivery of an Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, 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); (L) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (M) the notification of the Indenture Trustee, the Backup Servicer and the Rating Agencies of a Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (P) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) 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 and the Independent Certificate relating thereto (Section 4.01); (R) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (S) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (U) the furnishing of 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); (V) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03); (W) the opening of one or more accounts in the Issuer’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Deposit Account (Sections 8.02 and 8.03); (X) 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 Trust Estate (Sections 8.04 and 8.05); (Y) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06); (AA) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) 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 Indenture (Section 11.01(b); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (FF) the recording of the Indenture, if applicable (Section 11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”)) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and each of their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any and all losses, liability, tax (other than taxes based on the income of the Indenture Trustee or such Separate Trustee) or expense (including attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.

Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuing Entity Issuer and the Owner Trustee under the Indenture, the Trust Agreement and the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuing Entity Issuer or the Owner Trustee under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuing Entity Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuing EntityIssuer’s or the Owner Trustee’s duties under the Indenture, the Trust Agreement Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuing Entity Issuer, or shall cause the preparation by other appropriate persons of of, all such documents, reports, filings, instruments, certificates, notices certificates and opinions as that it shall be the duty of the Issuing Entity Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture, the Trust Agreement and Indenture or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuing Entity Issuer or the Owner Trustee to take pursuant to the IndentureIndenture including, including without limitation, such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the Indenture and the Trust Agreement, as applicableIndenture): (A) the preparation of or obtaining of the documents and instruments required for authentication of the Notes and delivery of such documents or instruments to the Indenture Trustee (Section 2.2 of the Indenture); (B) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.4 of the Indenture2.05); (CB) the preparation of the notification of the Noteholders of the final principal payment on their Notes (Section 2.7(d2.08(b)); (C) the fixing or causing to be fixed of any specified record date and the notification of the IndentureIndenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.08(c)); (D) 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); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral collateral (Section 2.9 of the Indenture); (E) the preparation of Definitive Notes and arranging the delivery thereof (Section 2.12 of the Indenture2.10); (F) the maintenance of an office in the Borough of Manhattan, the City of New York, for registration of transfer or exchange of Notes (Section 3.2 of the Indenture3.02); (G) 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 (Section 3.3(c) of the Indenture3.03); (H) the direction to the Indenture Trustee to deposit monies moneys with Paying Agents, if any, other than the Indenture Trustee (Section 3.3(c) of the Indenture3.03); (I) the obtaining and preservation of the Issuing EntityIssuer’s qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (SectionSection 3.04); (J) the preparation of all supplements and amendments to the Indenture and all 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 Trust Estate (Section 3.05); (K) the delivery of an Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, 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); (L) the identification to the Indenture Trustee in an Officer’s Certificate of a Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.07(b)); (M) the notification of the Indenture Trustee and the Rating Agencies of a Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (N) the duty to cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article XI of the Sale and Servicing Agreement (Section 3.14); (O) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (P) the delivery of written notice to the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture and each default by the Servicer or the Seller under the Sale and Servicing Agreement and by the Seller or the Company under the Purchase Agreement (Section 3.19); (Q) 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 and the Independent Certificate relating thereto (Section 4.01); (R) the compliance with any written directive of the Indenture Trustee with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (S) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.08); (T) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Sections 6.08 and 6.10); (U) the furnishing of 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); (V) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03); (W) the opening of one or more accounts in the Issuer’s name, the preparation and delivery of Issuer Orders, Officer’s Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Deposit Account (Sections 8.02 and 8.03); (X) 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 Trust Estate (Sections 8.04 and 8.05); (Y) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Z) the execution and delivery of new Notes conforming to any supplemental indenture (Section 9.06); (AA) the duty to notify Noteholders of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (BB) the preparation and delivery of all Officer’s Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) 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 Indenture (Section 11.01(b); (DD) the notification of the Rating Agencies, upon the failure of the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (FF) the recording of the Indenture, if applicable (Section 11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.13). (ii) The Administrator will: (A) pay the Indenture Trustee (and any separate trustee or co-trustee appointed pursuant to Section 6.10 of the Indenture (a “Separate Trustee”)) from time to time reasonable compensation for all services rendered by the Indenture Trustee or Separate Trustee, as the case may be, under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee or any Separate Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee or Separate Trustee, as the case may be, in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and any Separate Trustee and each of their respective officers, directors, employees, representatives and agents for, and hold them harmless against, any and all losses, liability, tax (other than taxes based on the income of the Indenture Trustee or such Separate Trustee) or expense (including attorneys’ fees) of whatever kind or nature regardless of their merit directly or indirectly incurred by it or them without willful misconduct, negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any losses, liability or expense incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any claim or liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement.