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

Duties with Respect to the Related. Agreements (a) The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law. In addition, the Administrator shall consult with the Note Issuer regarding the Note Issuer’s duties under the Related Agreements. Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the Note Issuer, 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 Note Issuer to prepare, file or deliver pursuant to any Related Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer to take pursuant to the Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee (Section 2.03); (2) the duty to keep the Note Register and to give the Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05); (3) the fixing or causing to be fixed of any special record date and the notification of each affected Noteholder with respect to special record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c)); (4) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.11); (5) the duty to cause newly appointed Paying Agents, if any, to deliver to the Note Trustee the instrument specified in the Note Indenture regarding funds held in trust (Section 3.03); (6) the direction to Paying Agents to pay to the Note Trustee all sums held in trust by such Paying Agents (Section 3.03); (7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer’s existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer’s existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer’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 Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04); (9) the preparation of all supplements and amendments to the Note Indenture, filings with the DTE pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Note Indenture, necessary to protect the Collateral (Section 3.05); (10) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Note Indenture, as to the Collateral, and the annual delivery of the Officer’s Certificate and certain other statements, in accordance with Section 3.09 of the Note Indenture, as to compliance with the Note Indenture (Section 3.06 and 3.09); (11) the identification to the Note Trustee in an Officer’s Certificate of any Person with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section 3.07(b)); (12) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Transition Property (Section 3.07(i)); (13) the annual preparation and delivery of an Officer’s Certificate to the Note Trustee, the Certificate Trustee, the Agencies and the Rating Agencies as to compliance with conditions and covenants under the Note Indenture (Section 3.09); (14) the preparation and obtaining of documents and instruments required for the release of the Note Issuer from its obligations under the Note Indenture (Section 3.11(b)); (15) the delivery of notice to the Note Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(d) and 3.9); (16) the preparation of an Officer’s Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture under Section 4.01 of the Note Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and 4.02); (17) the furnishing to the Note Trustee of (i) each Record Date with respect to each Series and (ii) the names and addresses of Noteholders during any period when the Note Trustee is not the Note Registrar (Section 7.01); (18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the SEC and the Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, 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 the transmission of such summaries, as necessary, to the Noteholders (Sections 3.07(h) and 7.03); (19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the Note Trustee’s name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03); (21) the preparation of Issuer Requests and Officers’ Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05); (22) the preparation of Issuer Orders and the obtaining of Officers’ Certificates with respect to the execution of supplemental indentures (Sections 9.01 and 9.02); (23) the preparation of new Notes conforming to any supplemental indenture (Section 9.04); (24) the notification of the Note Trustee of any redemption of the Notes (Sections 10.01 and 10.04); (25) the preparation of all Officer’s Certificates and Independent Certificates with respect to any requests by the Note Issuer to the Note Trustee to take any action under the Note Indenture (Section 11.01(a)); (26) the preparation and delivery of Officers’ Certificates for the release of property from the lien of the Note Indenture (Section 11.01(b)); (27) the notification of the Note Trustee of any notice received by the Note Issuer from the Noteholders (Section 11.04); and (28) the recording of the Note Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14).

Duties with Respect to the Related. Agreements (a) The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law. In addition, the Administrator shall consult with the Note Issuer regarding the Note Issuer’s 's duties under the Related Agreements. Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the Note Issuer, 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 Note Issuer to prepare, file or deliver pursuant to any Related Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer to take pursuant to the Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee (Section 2.03); (2) the duty to keep the Note Register and to give the Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05); (3) the fixing or causing to be fixed of any special record date and the notification of each affected Noteholder with respect to special record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c)); (4) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.11); (5) the duty to cause newly appointed Paying Agents, if any, to deliver to the Note Trustee the instrument specified in the Note Indenture regarding funds held in trust (Section 3.03); (6) the direction to Paying Agents to pay to the Note Trustee all sums held in trust by such Paying Agents (Section 3.03); (7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer’s 's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer’s 's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer’s '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 Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04); (9) the preparation of all supplements and amendments to the Note Indenture, filings with the DTE pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Note Indenture, necessary to protect the Collateral (Section 3.05); (10) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Note Indenture, as to the Collateral, and the annual delivery of the Officer’s 's Certificate and certain other statements, in accordance with Section 3.09 of the Note Indenture, as to compliance with the Note Indenture (Section 3.06 and 3.09); (11) the identification to the Note Trustee in an Officer’s 's Certificate of any Person with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section 3.07(b)); (12) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Transition Property (Section 3.07(i)); (13) the annual preparation and delivery of an Officer’s 's Certificate to the Note Trustee, the Certificate Trustee, the Agencies and the Rating Agencies as to compliance with conditions and covenants under the Note Indenture (Section 3.09); (14) the preparation and obtaining of documents and instruments required for the release of the Note Issuer from its obligations under the Note Indenture (Section 3.11(b)); (15) the delivery of notice to the Note Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(d) and 3.9); (16) the preparation of an Officer’s 's Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture under Section 4.01 of the Note Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and 4.02); (17) the furnishing to the Note Trustee of (i) each Record Date with respect to each Series and (ii) the names and addresses of Noteholders during any period when the Note Trustee is not the Note Registrar (Section 7.01); (18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the SEC and the Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwise, 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 the transmission of such summaries, as necessary, to the Noteholders (Sections 3.07(h) and 7.03); (19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the Note Trustee’s 's name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03); (21) the preparation of Issuer Requests and Officers’ ' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05); (22) the preparation of Issuer Orders and the obtaining of Officers’ ' Certificates with respect to the execution of supplemental indentures (Sections 9.01 and 9.02); (23) the preparation of new Notes conforming to any supplemental indenture (Section 9.04); (24) the notification of the Note Trustee of any redemption of the Notes (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and Independent Certificates with respect to any requests by the Note Issuer to the Note Trustee to take any action under the Note Indenture (Section 11.01(a)); (26) the preparation and delivery of Officers’ ' Certificates for the release of property from the lien of the Note Indenture (Section 11.01(b)); (27) the notification of the Note Trustee of any notice received by the Note Issuer from the Noteholders (Section 11.04); and (28) the recording of the Note Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14).

Duties with Respect to the Related. Agreements AGREEMENTS (a) The Administrator agrees to perform all its duties as Administrator hereunder in accordance with the terms of this Agreement and applicable law. In addition, the Administrator shall consult with the Note Issuer regarding the Note Issuer’s 's duties under the Related Agreements. Unless otherwise notified in writing by the Note Issuer, the Administrator shall prepare for execution by the Note Issuer, 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 Note Issuer to prepare, file or deliver pursuant to any Related Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Note Issuer to take pursuant to the Note Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Note Indenture (references are to sections of the Note Indenture): (1) the preparation of or obtaining of the documents and instruments required for authentication of the Notes, if any, and delivery of the same to the Note Trustee (Section 2.03); (2) the duty to keep the Note Register and to give the Note Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.05); (3) the fixing or causing to be fixed of any special record date and the notification of each affected Noteholder with respect to special record dates, payment dates, and the amount of defaulted interest (plus interest on such defaulted interest) to be paid, if any (Section 2.08(c)); (4) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of collateral (Section 2.11); (5) the duty to cause newly appointed Paying Agents, if any, to deliver to the Note Trustee the instrument specified in the Note Indenture regarding funds held in trust (Section 3.03); (6) the direction to Paying Agents to pay to the Note Trustee all sums held in trust by such Paying Agents (Section 3.03); (7) the preparation and filing of all documents and instruments necessary to maintain the Note Issuer’s 's existence, rights and franchises as a limited liability company under the laws of the State of Delaware (unless the Note Issuer becomes, or any successor Note Issuer under the Note Indenture is or becomes, organized under the laws of any other State or of the United States of America, in which case the Administrator will prepare and file all documents and instruments necessary to maintain such Note Issuer’s 's existence, rights and franchises under the laws of such other jurisdiction) (Section 3.04); (8) the obtaining and preservation of the Note Issuer’s '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 Note Indenture, the Notes, the Collateral and each other instrument or agreement included in the Collateral (Section 3.04); (9) the preparation of all supplements and amendments to the Note Indenture, filings with the DTE pursuant to the Statute, financing statements, continuation statements, instruments of further assurance and other instruments, in accordance with Section 3.05 of the Note Indenture, necessary to protect the Collateral (Section 3.05); (10) the obtaining of the Opinions of Counsel and the delivery of such Opinions of Counsel, in accordance with Section 3.06 of the Note Indenture, as to the Collateral, and the annual delivery of the Officer’s 's Certificate and certain other statements, in accordance with Section 3.09 of the Note Indenture, as to compliance with the Note Indenture (Section 3.06 and 3.09); (11) the identification to the Note Trustee in an Officer’s 's Certificate of any Person with whom the Note Issuer has contracted to perform its duties under the Note Indenture (Section 3.07(b)); (12) the preparation and filing of all documents required under the Statute relating to the transfer of the ownership or security interest in the Transition Property (Section 3.07(i)); (13) the annual preparation and delivery of an Officer’s 's Certificate to the Note Trustee, the Certificate Trustee, the Agencies and the Rating Agencies as to compliance with conditions and covenants under the Note Indenture (Section 3.09); (14) the preparation and obtaining of documents and instruments required for the release of the Note Issuer from its obligations under the Note Indenture (Section 3.11(b)); (15) the delivery of notice to the Note Trustee and the Rating Agencies of each Event of Default and each default by the Servicer or Seller of its obligations under the Servicing Agreement or the Sale Agreement, respectively (Sections 3.07(d) and 3.9); (16) the preparation of an Officer’s 's Certificate and Independent Certificate relating to (i) the satisfaction and discharge of the Note Indenture under Section 4.01 of the Note Indenture or (ii) the exercise of the Legal Defeasance Option or the Covenant Defeasance Option under Section 4.02 of the Note Indenture (Sections 4.01 and 4.02); (17) the furnishing to the Note Trustee of (i) each Record Date with respect to each Series and (ii) the names and addresses of Noteholders during any period when the Note Trustee is not the Note Registrar (Section 7.01); (18) to the extent not required to be performed by the Servicer, the preparation and, after execution by the Note Issuer, Issuer or the Delaware Trustee or the Certificate Trustee (as the case may be), the filing with the SEC and the Note Trustee of the annual reports and of the information, documents and other reports, including filings on behalf of the Trust pursuant to the Certificate Indenture, the Declaration of Trust or otherwiseTrust, 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 the transmission of such summaries, as necessary, to the Noteholders (Sections 3.07(h) and 7.03); (19) the notification of the Note Trustee if and when the Notes are listed on any stock exchange (Section 7.04); (20) the opening of one or more segregated trust accounts in the Note Trustee’s 's name, the preparation of Issuer Orders, and the obtaining of Opinions of Counsel and the taking of all other actions necessary with respect to investment and reinvestment of funds in the Collection Account (Section 8.02 and 8.03); (21) the preparation of Issuer Requests and Officers’ ' Certificates and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Collateral (Section 8.04 and 8.05); (22) the preparation of Issuer Orders and the obtaining of Officers’ ' Certificates with respect to the execution of supplemental indentures (Sections 9.01 and 9.02); (23) the preparation of new Notes conforming to any supplemental indenture (Section 9.04); (24) the notification of the Note Trustee of any redemption of the Notes (Sections 10.01 and 10.04); (25) the preparation of all Officer’s 's Certificates and Independent Certificates with respect to any requests by the Note Issuer to the Note Trustee to take any action under the Note Indenture (Section 11.01(a)); (26) the preparation and delivery of Officers’ ' Certificates for the release of property from the lien of the Note Indenture (Section 11.01(b)); (27) the notification of the Note Trustee of any notice received by the Note Issuer from the Noteholders (Section 11.04); and (28) the recording of the Note Indenture, if applicable, and the obtaining of an Opinion of Counsel in connection therewith (Section 11.14).