Common use of OTHER ADMINISTRATIVE SERVICES Clause in Contracts

OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's existence as a bankruptcy-remote Delaware common law trust holding the assets described hereunder, including but not limited to the following: a. subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer; b. providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services: (i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwise, authorizing withdrawals from such accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accounts; (iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds of the Issuer, any taxes required to be paid by the Issuer by applicable law; (iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Servicing Documents and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Servicing Documents (to the extent applicable) and other documents or instruments executed by the Issuer thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Servicing Documents or other documents executed by the Issuer thereunder or in connection therewith; (vii) facilitating the annual audit of the financial statements of the Issuer; and (viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection b; c. assisting the Issuer in carrying out the investment and reinvestment of the funds of the Issuer in accordance with applicable investment policies; and d. undertaking such other administrative services as may be required by the Issuer. If the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's existence as a bankruptcy-remote Delaware common law statutory trust holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services: (i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwiseAccounts, authorizing withdrawals from such accounts the Accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accountsthe Accounts; (iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds moneys of the Issuer, any taxes required to be paid by the Issuer by applicable law; (iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Master Servicing Documents Agreement and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Master Servicing Documents (to the extent applicable) Agreement and other documents or instruments executed by the Issuer thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Master Servicing Documents Agreement or other documents executed by the Issuer thereunder or in connection therewith; (vii) facilitating the causing an annual audit by independent certified public accountants of national presence of (A) the financial statements of the Issuer, or (B) the 6 Administration Agreement (Trust) consolidating financial statements of Seller (which include the Issuer), to be prepared and to be provided to the Indenture Trustee; (viii) engaging independent certified public accountants of national presence to review and verify the reports provided in accordance with Section 11.04 of the Indenture on a quarterly basis; and (viiiix) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b); c. (c) assisting the Issuer in carrying out the investment and reinvestment of the funds moneys of the Issuer in accordance with applicable investment policies; and d. (d) undertaking such other administrative services as may be required by the Issuer. If the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's existence as a bankruptcy-remote Delaware common law statutory trust holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services: (i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwiseAccounts, authorizing withdrawals from such accounts the Accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accountsthe Accounts; (iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds moneys of the Issuer, any taxes required to be paid by the Issuer by applicable law; (iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Master Servicing Documents Agreement and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Master Servicing Documents (to the extent applicable) Agreement and other documents or instruments executed by the Issuer thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Master Servicing Documents Agreement or other documents executed by the Issuer thereunder or in connection therewith; (vii) facilitating the annual audit of the financial statements of the Issuer; and (viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b); c. (c) assisting the Issuer in carrying out the investment and reinvestment of the funds moneys of the Issuer in accordance with applicable investment policies; and d. (d) undertaking such other administrative services as may be required by the Issuer. If the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's ’s existence as a bankruptcy-remote Delaware common law statutory trust holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services: (i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwiseAccounts, authorizing withdrawals from such accounts the Accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accountsthe Accounts; (iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds moneys of the Issuer, any taxes required to be paid by the Issuer by applicable law; (iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Master Servicing Documents Agreement and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Master Servicing Documents (to the extent applicable) Agreement and other documents or instruments executed by the Issuer thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Master Servicing Documents Agreement or other documents executed by the Issuer thereunder or in connection therewith; ; (vii) facilitating the causing an annual audit by independent certified public accountants of national presence of (A) the financial statements of the Issuer; and , or (viiiB) taking such other actions as may be incidental or reasonably necessary to accomplish the actions consolidating financial statements of the Administrator authorized under this subsection b; c. assisting the Issuer in carrying out the investment and reinvestment of the funds of the Issuer in accordance with applicable investment policies; and d. undertaking such other administrative services as may be required by Seller (which include the Issuer. If ), to be prepared and to be provided to the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.Indenture Trustee;

OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's ’s existence as a bankruptcy-remote Delaware common law statutory trust holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services: (i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwiseAccounts, authorizing withdrawals from such accounts the Accounts on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accountsthe Accounts; (iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds moneys of the Issuer, any taxes required to be paid by the Issuer by applicable law; (iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Master Servicing Documents Agreement and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Master Servicing Documents (to the extent applicable) Agreement and other documents or instruments executed by the Issuer thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Master Servicing Documents Agreement or other documents executed by the Issuer thereunder or in connection therewith; (vii) facilitating the causing an annual audit by independent certified public accountants of national presence of (A) the financial statements of the Issuer, or (B) the consolidating financial statements of Seller (which include the Issuer), to be prepared and to be provided to the Indenture Trustee; (viii) engaging independent certified public accountants of national presence to review and verify the reports provided in accordance with Section 11.04 of the Indenture on a quarterly basis; and (viiiix) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b); c. (c) assisting the Issuer in carrying out the investment and reinvestment of the funds moneys of the Issuer in accordance with applicable investment policies; and d. (d) undertaking such other administrative services as may be required by the Issuer. If the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

OTHER ADMINISTRATIVE SERVICES. The Issuer Depositor hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the IssuerDepositor's existence as a bankruptcy-remote Delaware common law trust special purpose entity holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the IssuerDepositor, carrying out and performing the day to day-to-day business activities of the IssuerDepositor; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the IssuerDepositor, including, without limitation, the following services: (i) maintaining general accounting records of the IssuerDepositor, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer Depositor established under the Indenture and the Servicing Depositor Documents or otherwise, authorizing withdrawals from such accounts on behalf of the Issuer Depositor and taking all other actions on behalf of the Issuer Depositor as may be necessary with respect to such accounts; (iii) (A) preparing for execution by the Issuer Depositor and causing to be filed on behalf of the Issuer Depositor such income, franchise or other tax returns of the Issuer Depositor as shall be required to be filed by applicable law, and (B) causing to be paid by the IssuerDepositor, solely out of funds of the IssuerDepositor, any taxes required to be paid by the Issuer Depositor by applicable law; (iv) assisting in preparing for execution by the Issuer Depositor amendments to and waivers under the Servicing Depositor Documents and any other documents or instruments deliverable by the Issuer Depositor thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Servicing Depositor Documents (to the extent applicable) and other documents or instruments executed by the Issuer Depositor thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer Depositor may from time to time be required or permitted to give under any of the Servicing Depositor Documents or other documents executed by the Issuer Depositor thereunder or in connection therewith; (vii) facilitating the annual audit of the financial statements of the IssuerDepositor; and (viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b;). c. (c) assisting the Issuer Depositor in carrying out the investment and reinvestment of the funds of the Issuer Depositor in accordance with applicable the investment policiespolicies adopted by the Depositor from time to time; (d) preparing or updating any offering memorandum in connection with the performance by the Depositor through the Administrator of its obligations under the Depositor Documents or other documents executed thereunder or in connection therewith; and d. (e) undertaking such other administrative services as may be required by the IssuerDepositor. If the Administrator or the Issuer Depositor deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer Depositor in accordance with Section 11 10 hereof.

OTHER ADMINISTRATIVE SERVICES. The Issuer hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's existence as a bankruptcy-remote Delaware common law business trust holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the Issuer, carrying out and performing the day to day business activities of the Issuer; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the Issuer, including, without limitation, the following services: (i) maintaining general accounting records of the Issuer, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer established under the Indenture and the Servicing Documents or otherwiseFunds, authorizing withdrawals from such accounts the Funds on behalf of the Issuer and taking all other actions on behalf of the Issuer as may be necessary with respect to such accountsthe Funds; (iii) (A) preparing for execution by the Issuer and causing to be filed on behalf of the Issuer such income, franchise or other tax returns of the Issuer as shall be required to be filed by applicable law, and (B) causing to be paid by the Issuer, solely out of funds moneys of the Issuer, any taxes required to be paid by the Issuer by applicable law; (iv) assisting in preparing for execution by the Issuer amendments to and waivers under the Servicing Documents Agreement and any other documents or instruments deliverable by the Issuer thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Servicing Documents (to the extent applicable) Agreement and other documents or instruments executed by the Issuer thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer may from time to time be required or permitted to give under any of the Servicing Documents Agreement or other documents executed by the Issuer thereunder or in connection therewith; (vii) facilitating the annual audit of the financial statements of the Issuer; and (viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection b; c. (c) assisting the Issuer in carrying out the investment and reinvestment of the funds moneys of the Issuer in accordance with applicable investment policies; and d. (d) undertaking such other administrative services as may be required by the Issuer. If the Administrator or the Issuer deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer in accordance with Section 11 hereof.

OTHER ADMINISTRATIVE SERVICES. The Issuer Depositor hereby authorizes the Administrator, as its agent, to perform, and the Administrator hereby agrees to perform, all administrative services necessary or desirable in connection with the Issuer's Depositor’s existence as a bankruptcy-remote Delaware common law trust special purpose entity holding the assets described hereunder, including but not limited to the following: a. (a) subject to the directions of the authorized representatives of the IssuerDepositor, carrying out and performing the day to day-to-day business activities of the IssuerDepositor; b. (b) providing, or causing to be provided, all clerical and bookkeeping services necessary and appropriate for the IssuerDepositor, including, without limitation, the following services: (i) maintaining general accounting records of the IssuerDepositor, and preparing for audit such periodic financial statements as may be necessary or appropriate; (ii) maintaining records of deposit accounts of the Issuer Depositor established under the Indenture and the Servicing Depositor Documents or otherwise, authorizing withdrawals from such accounts on behalf of the Issuer Depositor and taking all other actions on behalf of the Issuer Depositor as may be necessary with respect to such accounts; ; (iii) (A) preparing for execution by the Issuer Depositor and causing to be filed on behalf of the Issuer Depositor such income, franchise or other tax returns of the Issuer Depositor as shall be required to be filed by applicable law, and (B) causing to be paid by the IssuerDepositor, solely out of funds of the IssuerDepositor, any taxes required to be paid by the Issuer Depositor by applicable law; (iv) assisting in preparing for execution by the Issuer Depositor amendments to and waivers under the Servicing Depositor Documents and any other documents or instruments deliverable by the Issuer Depositor thereunder or in connection therewith; (v) holding, maintaining and preserving executed copies of the Servicing Depositor Documents (to the extent applicable) and other documents or instruments executed by the Issuer Depositor thereunder or in connection therewith; (vi) assisting in giving such other notices, consents and other communications that the Issuer Depositor may from time to time be required or permitted to give under any of the Servicing Depositor Documents or other documents executed by the Issuer Depositor thereunder or in connection therewith; (vii) facilitating the annual audit of the financial statements of the IssuerDepositor; and (viii) taking such other actions as may be incidental or reasonably necessary to accomplish the actions of the Administrator authorized under this subsection (b;). c. (c) assisting the Issuer Depositor in carrying out the investment and reinvestment of the funds of the Issuer Depositor in accordance with applicable the investment policiespolicies adopted by the Depositor from time to time; (d) preparing or updating any offering memorandum in connection with the performance by the Depositor through the Administrator of its obligations under the Depositor Documents or other documents executed thereunder or in connection therewith; and d. (e) undertaking such other administrative services as may be required by the IssuerDepositor. If the Administrator or the Issuer Depositor deems it necessary or desirable, any of the foregoing administrative services may be subcontracted by the Administrator. Costs and expenses associated with such subcontracting incurred by the Administrator shall be paid by the Issuer Depositor in accordance with Section 11 10 hereof.