Common use of Additional Duties Clause in Contracts

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall will perform such calculations and shall will prepare for execution by the Issuer and shall or will cause the preparation by other appropriate persons of, and will execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall will be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer shall Owner Trustee will take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice will specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator shall will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator will be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding will no longer be required. (vi) The Administrator will perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) The Administrator will either prepare, execute and deliver, or will direct the Servicer to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act. (viii) In carrying out the foregoing duties fo▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or any of its other obligations under this Agreement, the 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 will be in accordance with any directions received from the Issuer and shall will be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust’s payments (or allocations of income) to the “Owner” as contemplated in Section 5.02(c) of the 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 Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to May 25, 2005 a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 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 Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivvii) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of itself and of the Issuer, notices, applications execute and registrations withdeliver to the Administrator, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, appointing the Securities Administrator the attorney-in-fact of the Owner Trustee and Exchange Commission and any state authority the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- ----------------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- ----------------- and 5 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the ----------- Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii4.01(d) and 54.05, the Administrator shall -------- -------- - perform all ministerial duties and obligations of the Issuer under the Related Agreements, Transaction Documents and shall perform such calculations and shall prepare for execution by the Issuer and the Owner Trustee and shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestTransaction Documents, and at the request of the Issuer or the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related AgreementsTransaction Documents. Subject to Sections 1(c)(ii4.01(d) -------- -------- and 5 4.05 of this Agreement, and in accordance with the directions of the - Issuer, the Owner Trustee or the Transferor, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related AgreementsTransaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Transferor and are reasonably within the capability of the Administrator. (ii) The Subject to Sections 4.01(d) and 4.05, the Administrator shall perform the duties of the Administrator specified in subsection 5.01(b) 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 Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer or the Transferor and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It Subject to Sections 4.01(d) and 4.05, it is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related AgreementsTransaction Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of the Issuer, notices, applications execute and registrations withdeliver to the Administrator and its agents, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit B, appointing the Securities and Exchange Commission and any state authority Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator.: (ii1) The Administrator shall perform any the duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii2) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv3) It Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee and the Paying Agent in the event that any withholding tax is imposed on the intention Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the parties hereto that Trust Agreement. Any such notice shall specify the Administrator shall, amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (4) The Administrator hereby agrees towill provide prior to December 31, prepare2004, file a certificate of an authorized officer in form and deliver on behalf of substance satisfactory to the Issuer all such documents, reports, filings, instruments, certificates Owner Trustee and opinions the Paying Agent as to whether any federal income taxes are being withheld by it with respect to the Notes or Certificates. The Administrator shall be required to update the duty of the Issuer to prepare, file letter in each instance that it determines that any additional tax withholding is subsequently required or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may previously required tax withholding shall no longer be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9required.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii4.01(d) and 54.05, the Administrator shall -------- -------- - perform all ministerial duties and obligations of the Issuer under the Related Agreements, Transaction Documents and shall perform such calculations and shall prepare for execution by the Issuer and the Owner Trustee and shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestTransaction Documents, and at the request of the Issuer or the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related AgreementsTransaction Documents. Subject to Sections 1(c)(ii4.01(d) -------- -------- and 5 4.05 of this Agreement, and in accordance with the directions of the - Issuer, the Owner Trustee or the Transferor, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related AgreementsTransaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee or the Transferor and are reasonably within the capability of the Administrator. (ii) The Subject to Sections 4.01(d) and 4.05, the Administrator shall perform the duties of the Administrator specified in subsection 5.01(b) 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 Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer or the Transferor and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It Subject to Sections 4.01(d) and 4.05, it is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related AgreementsTransaction Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of the Issuer, notices, applications execute and registrations withdeliver to the Administrator and its agents, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit __, appointing the Securities and Exchange Commission and any state authority Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform keep all duties books and obligations of the Issuer under the Related Agreementsrecords, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to keep, perform, prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest any of the holder of the Seller Interest, Basic Documents and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related AgreementsBasic Documents. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (including the Related AgreementsBasic 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 Administrator. (ii) The Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall perform be responsible for promptly notifying the Indenture Trustee in the event that any duties expressly withholding tax is imposed on the Issuer's payments (or allocations of income) to a Noteholder. Any such notice shall specify the amount of any withholding tax required to be performed withheld by the Administrator under the Trust Agreement, including the preparation of tax returns Owner Trustee pursuant to Section 5.7 of the Trust ----------- Agreementsuch provision. (iii) In carrying out Notwithstanding anything in this Agreement or the foregoing duties or any of its other obligations under this AgreementBasic Documents to the contrary, the 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 responsible for (A) performance of the duties of the Owner Trustee and the Issuer and shall beset forth in Sections 2.7, in the Administrator's opinion2.10, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall2.11, and the Administrator hereby agrees to2.12, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.92.13(d),

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and (A) shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer[, the Grantor Trust, the Grantor Trust Trustee] or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of Issuer[, the Issuer Grantor Trust, the Grantor Trust Trustee] or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related Agreements and shall administer [or][,] Sections 5.5(i), (ii), (iii) or (iv) of the Trust in the interest Agreement [or Sections 5.4(i), (ii), (iii) or (iv) of the holder of the Seller Interest, Grantor Trust Agreement] and at the request of the Issuer (B) shall take all appropriate action that it is the duty of Issuer[, the Issuer Grantor Trust, the Grantor Trust Trustee] or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, [each of] the Owner Trustee [and Grantor Trust Trustee] shall, on behalf of itself and the Issuer [and the Grantor Trust, respectively], execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee[, the Grantor Trust, the Grantor Trust Trustee] and the Issuer for the purpose of executing on behalf of the Owner Trustee[, the Grantor Trust, the Grantor Trust Trustee] and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee [or the Grantor Trust Trustee, as applicable,] and the Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement [, or if any withholding tax is imposed on the Grantor Trust’s distributions to a registered holder of the beneficial interests in the Grantor Trust as contemplated in Section 5.2 of the Grantor Trust Agreement]. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement [and of the Grantor Trust or the Grantor Trust Trustee set forth in Sections 5.4(i), (ii), (iii), (iv) and 5.5(a) of the Grantor Trust Agreement] with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement [and Section 5.2 of the Grantor Trust Agreement], the Administrator shall deliver to the Owner Trustee[, the Grantor Trust Trustee] and the Indenture Trustee, on or before [________], 20[__], a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee[, the Grantor Trust Trustee] and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement [and Section 10.2 of the Grantor Trust Agreement] required to be performed in connection with the resignation or removal of the Owner Trustee [or the Grantor Trust Trustee, as applicable], and any other duties expressly required to be performed by the Administrator under the Trust Agreement[, including the preparation of tax returns pursuant to Section 5.7 of the Grantor Trust ----------- Agreement] or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivvii) It is The Administrator shall give notice to each Rating Agency [and the intention Swap Counterparty] of: (A) any merger or consolidation of the parties hereto Owner Trustee pursuant to Section 10.4 of the Trust Agreement [or the Grantor Trust Trustee pursuant to Section 10.4 of the Grantor Trust Agreement]; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement [or Section 4.1 of the Grantor Trust Agreement]; and (H) any amendment or supplement to the Trust Agreement pursuant to Section 11.1 of the Trust Agreement [or any amendment or supplement to the Grantor Trust Agreement pursuant to Section 11.1 of the Grantor Trust Agreement]; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by the Depositor, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf Repurchase Request remains unresolved in connection with Section 2.4(c) of the Issuer all such documents, reports, filings, instruments, certificates Sale and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9Servicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to November 17, 1997 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer or Section 5.04(a), (b), (c) or (d) of the Trust in the interest of the holder of the Seller InterestAgreement, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (iii) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (iv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, Agreements and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder holders of the Seller InterestTransferor Certificates, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) The Administrator shall perform any arty duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of the Issuer, notices, applications execute and registrations withdeliver to the Administrator and its agents, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, appointing the Securities and Exchange Commission and any state authority Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator: (1) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (ii2) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c), (d) and (e) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (3) The Administrator will provide prior to __________ ___, 200[ ], a certificate of an Authorized Officer in form and substance satisfactory promptly notify the Owner Trustee as to whether any tax withholding is (4) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii5) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, Agreements and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of the Issuer, notices, applications execute and registrations withdeliver to the Administrator and its agents, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, --------- appointing the Securities and Exchange Commission and any state authority Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to February 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer or Section 5.04(a), (b), (c) or (d) of the Trust in the interest of the holder of the Seller InterestAgreement, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.04(a), (b), (c) and (d), the penultimate sentence of Section 5.04 and Section 5.05(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee shall retain responsibility for the distribution of the Schedule K-1s (as prepared by the Administrator) necessary to enable each Owner to prepare its federal and state income tax returns. (iii) The Administrator shall satisfy its obligations with respect to clause (ii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. (iv) The Administrator shall perform the duties of the Administrator including, without limitation, those specified in Sections 8.01, 8.02 and 10.02 of the Trust Agreement required to be performed in connection with the fees, expenses and indemnification and the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator: (1) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (ii2) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of all acts and undertakings of the Trust or the Owner Trustee contemplated in Sections 5.5(a), (b), (c), (d) and (e), and 5.6(a) and 9.1 of the Trust Agreement and Sections 3.2, 3.3(b), (c), (d) and (f), 4.3, 4.4, 4.7, 4.11(b), 5.1(a), 5.6, 8.1, 8.4, 10.1(e), 10.2(g) and (h) and 10.4 of the Sale and Servicing Agreement, with respect to, among other things, accounting and reports to Certificateholders. (3) The Administrator shall perform any duties expressly required will provide prior to be performed by the Administrator under the Trust AgreementJune 30, including the preparation 2001, a certificate of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 an Authorized Officer in accordance with any directions received from the Issuer form and shall be, in the Administrator's opinion, no less favorable substance satisfactory to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions Owner Trustee as to whether any federal income taxes are being withheld by it shall be the duty of the Issuer to prepare, file or deliver pursuant with respect to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9Notes or

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator.: (ii1) The Administrator shall perform any the duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii2) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv3) It Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee and the Paying Agent in the event that any withholding tax is imposed on the intention Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the parties hereto that Trust Agreement. Any such notice shall specify the Administrator shall, amount of any withholding tax required to be withheld by the Owner Trustee and the Paying Agent pursuant to such provision. (4) The Administrator hereby agrees towill provide, prepareprior to December 31, file 2005, a certificate of an authorized officer in form and deliver on behalf of substance satisfactory to the Issuer all such documents, reports, filings, instruments, certificates Owner Trustee and opinions the Paying Agent as to whether any federal income taxes are being withheld by it with respect to the Notes or Certificates. The Administrator shall be required to update the duty of the Issuer to prepare, file letter in each instance that it determines that any additional tax withholding is subsequently required or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may previously required tax withholding shall no longer be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9required.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to June 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to July 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) The Administrator shall perform the duties of the Administrator specified in Section 9.02 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 Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of itself and of the Issuer, notices, applications execute and registrations withdeliver to the Administrator, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, appointing the Securities Administrator the attorney-in-fact of the Owner Trustee and Exchange Commission and any state authority the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer any filings required pursuant to the Trust in the interest of the holder of the Seller Interest▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and at the request of the Issuer Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements and shall monitor the performance of the Issuer or the Owner Trustee and shall advise the Issuer or the Owner Trustee when action is necessary to comply with the Issuer or the Owner Trustee duties under the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Issuer and are reasonably within the capability of the Administrator: (i) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Residual Interestholder as contemplated in Section 5.2(c) of the 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. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(a), (b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 2.01(d), 5.01(a), 7.02(a) and 7.10 of the Contribution Agreement. (iii) The Administrator will provide prior to April 15, 2004, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (iv) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the 2000-1 Administration Agreement Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator: (i) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Sections 5.5(a), (b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 4.4(b), 4.7, 5.1(c) and 8.4 of the Sale and Servicing Agreement, with respect to, among other things, accounting and reports to Certificateholders. (ii) The Administrator shall perform will provide prior to November 15, 2000, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any duties expressly tax withholding is then required and, if required, the procedures to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions followed 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any federal additional tax withholding is subsequently required or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9any previously required tax withholding shall no longer be required.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to August 15, 1999 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator: (i) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Owner Trustee's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Sections 5.5(a), (b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 4.4(b), 4.7, 5.1(b) and (c), 5.6 and 8.4 of the Sale and Servicing Agreement, with respect to, among other things, accounting and reports to Certificateholders. (iii) The Administrator will provide prior to November 15, 2001, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (iv) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer Owner Trustee and shall be, in the Administrator's opinion, no less favorable to the Issuer Owner Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all ----------------- - duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller Interest, and at the request of the Issuer shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance -------- -------- - with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) The Administrator shall perform any duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.93.9 of the Transfer and Servicing Agreement. In ----------- furtherance thereof, the Owner Trustee shall, on behalf of the Issuer, execute and deliver to the Administrator and its agents, and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Issuer for the purpose of executing on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and (A) shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer[, the Grantor Trust, the Grantor Trust Trustee] or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as it shall be that the duty of Issuer[, the Issuer Grantor Trust, the Grantor Trust Trustee] or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related Agreements and shall administer [or][,] Sections 5.5(i), (ii), (iii) or (iv) of the Trust in the interest Agreement [or Sections 5.4(i), (ii), (iii) or (iv) of the holder of the Seller Interest, Grantor Trust Agreement] and at the request of the Issuer (B) shall take all appropriate action that it is the duty of Issuer[, the Issuer Grantor Trust, the Grantor Trust Trustee] or the Owner Trustee is obligated to take pursuant to the Related Agreements. In furtherance of the foregoing, [each of] the Owner Trustee [and Grantor Trust Trustee] shall, on behalf of itself and the Issuer [and the Grantor Trust, respectively], execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee[, the Grantor Trust, the Grantor Trust Trustee] and the Issuer for the purpose of executing on behalf of the Owner Trustee[, the Grantor Trust, the Grantor Trust Trustee] and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee [or the Grantor Trust Trustee, as applicable,] and the Paying Agent in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a registered holder of the beneficial interests in the Issuer as contemplated in Section 5.2(c) of the Trust Agreement [, or if any withholding tax is imposed on the Grantor Trust’s distributions to a registered holder of the beneficial interests in the Grantor Trust as contemplated in Section 5.2 of the Grantor Trust Agreement]. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee or the Paying Agent pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Transaction Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(i), (ii), (iii), (iv) and 5.6(a) of the Trust Agreement [and of the Grantor Trust or the Grantor Trust Trustee set forth in Sections 5.4(i), (ii), (iii), (iv) and 5.5 of the Grantor Trust Agreement] with respect to, among other things, accounting and reports to the beneficial owners of the interests in the Issuer. (iv) To the extent that any tax withholding is required as contemplated in Section 5.2(c) of the Trust Agreement [and Section 5.2 of the Grantor Trust Agreement], the Administrator shall deliver to the Owner Trustee[, the Grantor Trust Trustee] and the Indenture Trustee, on or before [________], 20[__], a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee[, the Grantor Trust Trustee] and the Paying Agent as to such tax withholding and the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall update such certificate if any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement [and Section 10.2 of the Grantor Trust Agreement] required to be performed in connection with the resignation or removal of the Owner Trustee [or the Grantor Trust Trustee, as applicable], and any other duties expressly required to be performed by the Administrator under the Trust Agreement[, including the preparation of tax returns pursuant to Section 5.7 of the Grantor Trust ----------- Agreement] or any other Related Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivvii) It is The Administrator shall give notice to each Rating Agency [and the intention Swap Counterparty] of: (A) any merger or consolidation of the parties hereto Owner Trustee pursuant to Section 10.4 of the Trust Agreement [or the Grantor Trust Trustee pursuant to Section 10.4 of the Grantor Trust Agreement]; (B) any merger or consolidation of the Indenture Trustee pursuant to Section 6.9 of the Indenture; (C) any resignation or removal of the Indenture Trustee pursuant to Section 6.8 of the Indenture; (D) the termination of, and/or appointment of a successor to, the Servicer pursuant to Sections 8.1 or 8.2 of the Sale and Servicing Agreement; (E) any declaration of acceleration of the Notes or rescission and annulment thereof pursuant to Section 5.2 of the Indenture; (F) any redemption of the Notes pursuant to Section 10.1 of the Indenture; (G) any proposed action pursuant to Section 4.1 of the Trust Agreement [or Section 4.1 of the Grantor Trust Agreement]; and (H) any amendment or supplement to the Trust Agreement pursuant to Section 11.1 of the Trust Agreement [or any amendment or supplement to the Grantor Trust Agreement pursuant to Section 11.1 of the Grantor Trust Agreement]; in the case of each of (A) through (H), promptly upon the Administrator being notified thereof by the Owner Trustee, [the Grantor Trust Trustee,] the Indenture Trustee, the Servicer or the Noteholders, as applicable. (viii) To the extent a Repurchase Request received from a Noteholder or Verified Note Owner has not been resolved, the alleged breach has not otherwise been cured or the related Receivable has not otherwise been repurchased, paid-off or otherwise satisfied, within 180 days of the receipt of notice of the Repurchase Request by the Depositor, the Administrator shall direct the Indenture Trustee to notify such Requesting Party that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf Repurchase Request remains unresolved in connection with Section 2.4(c) of the Issuer all such documents, reports, filings, instruments, certificates Sale and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9Servicing Agreement.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to March 1, 2002 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to December 1, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to November 30, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to May 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons Persons of all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the Owner. (iii) The Administrator shall perform the duties of the Administrator specified in Section 10.02 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 Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions with or otherwise deal with any of its Affiliatesaffiliates; providedPROVIDED, howeverHOWEVER, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivv) It is the intention of the parties hereto that the Administrator shall, and the The Administrator hereby agrees to, prepare, file and deliver to execute on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9Basic Documents.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator: (i) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Sections 5.5(a), (b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 4.4(b), 4.7, 5.1(c) and 8.4 of the Sale and Servicing Agreement, with respect to, among other things, accounting and reports to Certificateholders. (iii) The Administrator will provide a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee whenever any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (iv) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. . (ii) Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. In addition, the Administrator shall be responsible for the following matters: (A) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Owner Trustee's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iiB) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Administrator, the Trust or the Owner Trustee set forth in Sections 5.5(a), (b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 4.3, 4.4(b), 4.7, 5.1(b) and (c), 5.6 and 8.4 of the Sale and Servicing Agreement, with respect to, among other things, accounting and reports to Certificateholders. (C) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for the performance of the duties of the Trust or the Owner Trustee set forth in Section 2.2 of the Sale and Servicing Agreement with respect to the transfer of Subsequent Receivables on each Funding Date during the Pre-Funding Period and in Section 5.3 of the Sale and Servicing Agreement with respect to the establishment of the Pre-Funding Account. (D) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for establishing the Reserve Account pursuant to Section 5.8 of the Sale and Serving Agreement. (E) The Administrator will provide prior to November 15, 2002, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (F) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiG) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer Owner Trustee and shall be, in the Administrator's opinion, no less favorable to the Issuer Owner Trustee than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall will perform such calculations and shall will prepare for execution by the Issuer and shall or will cause the preparation by other appropriate persons of, and will execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall will be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer shall Owner Trustee will take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall will administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the Trust Agreement. Any such notice will specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator will be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator shall will provide prior to April 1, 2003 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator will be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding will no longer be required. (vi) The Administrator will perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) The Administrator will either prepare, execute and deliver, or will direct the Servicer to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act. (viii) In carrying out the foregoing duties or any of its other o▇ ▇▇▇ ▇▇ ▇▇▇ ▇ther obligations under this Agreement, the 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 will be in accordance with any directions received from the Issuer and shall will be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to August 1, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform keep all duties books and obligations of the Issuer under the Related Agreementsrecords, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to keep, perform, prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest any of the holder of the Seller Interest, Basic Documents and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related AgreementsBasic Documents. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (including the Related AgreementsBasic 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Indenture Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Noteholder. 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 Basic Documents to the contrary, the Administrator shall be responsible for (A) performance of the duties of the Owner Trustee and the Issuer set forth in [Sections 2.7, 2.10, 2.11, 2.12, 2.13(d), 5.16, 6.7, 6.10, and 10.1] of the Indenture with respect to, among other things, accounting and reports to the Certificateholder and the maintenance of certain Accounts and (B) the preparation, execution and filing of all documents required by tax and securities laws relating to the trust. (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Indenture Trustee which shall perform the obligations of the Administrator thereunder. (v) The Administrator shall perform the duties of the Administrator specified in Sections 9.2 and 9.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Administrator specified in Section 9.5 of the Trust Agreement required to be performed in connection with the appointment and payment of co-Trustees, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivvii) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of itself and of the Issuer, notices, applications execute and registrations withdeliver to the Administrator, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, appointing the Securities Administrator the attorney-in-fact of the Owner Trustee and Exchange Commission and any state authority the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to September 1, 2001 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (i) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Issuer or the Owner Trustee set forth in Sections 5.5(a), (b), (c), (d) and (e), 5.6(a) and 9.1 of the Trust Agreement and Sections 3.2, 4.4(b), 4.7 and 8.4 of the Sale and Servicing Agreement, with respect to, among other things, accounting and reports to Certificateholders. (iii) The Administrator shall provide a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee whenever any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. The Administrator may satisfy its obligations with respect to clause (ii) and this clause (iii) by retaining, at the expense of the Trust and payable by the Administrator, a firm of nationally recognized independent public accountants which shall perform the obligations of the Administrator hereunder. (iv) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiiv) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Issuer's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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 Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c), (d) and (e) and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (iv) The Administrator will provide prior to __________ ___, 199_, a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator 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 Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform keep all duties books and obligations of the Issuer under the Related Agreementsrecords, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to keep, perform, prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest any of the holder of the Seller Interest, Basic Documents and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related AgreementsBasic Documents. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Owner Trust Estate (including the Related AgreementsBasic 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 Administrator. (ii) If TRC at any time pays to the Issuer an amount sufficient to defease the Notes in accordance with the Indenture, the Administrator, on behalf of the Issuer, shall cause a defeasance of the Notes in accordance with Section 2.9 of the Indenture. (iii) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for promptly notifying the Indenture Trustee in the event that any withholding tax is imposed on the Issuer’s payments (or allocations of income) to a Noteholder. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iv) Notwithstanding anything in this Agreement or the other Basic Documents to the contrary, the Administrator shall be responsible for (A) performance of the duties of the Owner Trustee and the Issuer set forth in Sections 2.7, 2.10, 2.11, 2.12, 2.13(d), 5.16, 6.7, 6.10, and 10.1 of the Indenture with respect to, among other things, accounting and reports to the Certificateholder and the maintenance of certain accounts and (B) the preparation, execution and filing of all documents required by tax and securities laws relating to the Issuer. (v) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the “Accountants”) acceptable to the Indenture Trustee which shall perform the obligations of the Administrator thereunder. (vi) The Administrator shall perform the duties of the Administrator specified in Sections 9.2 and 9.3 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, the duties of the Administrator specified in Section 9.5 of the Trust Agreement required to be performed in connection with the appointment and payment of co-trustees, and any other duties expressly required to be performed by the Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's ’s opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivviii) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of itself and of the Issuer, notices, applications execute and registrations withdeliver to the Administrator, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, appointing the Securities Administrator the attorney-in-fact of the Owner Trustee and Exchange Commission and any state authority the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and 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 Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and Section 5 of this Agreement, and in accordance with the directions of the - IssuerOwner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to the "Owner" as contemplated in Section 5.02(c) of the 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 Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.05 of the Trust Agreement with respect to, among other things, accounting and reports to the Certificateholder. (iv) The Administrator may satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to June 25, 2004 a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 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 Administrator under the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (ivvii) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver execute on behalf of the Issuer or the Owner Trustee all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related AgreementsBasic Documents. In furtherance thereof, including any filingthe Owner Trustee shall, reportson behalf of itself and of the Issuer, notices, applications execute and registrations withdeliver to the Administrator, and seek any consents to each successor Administrator appointed pursuant to the terms hereof, one or authorizations frommore powers of attorney substantially in the form of Exhibit A hereto, appointing the Securities Administrator the attorney-in-fact of the Owner Trustee and Exchange Commission and any state authority the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements lawsall such documents, to the extent not provided by the Servicer in accordance with Section 3.9reports, filings, instruments, certificates and opinions.

Additional Duties. (i) In addition to the duties of the Administrator set forth above, but subject to Sections 1(c)(ii) and 5, the Administrator shall -------- -------- - perform all duties and obligations of the Issuer under the Related Agreements, and shall perform such calculations and shall prepare for execution by the Issuer and or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions as that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements and shall administer the Trust in the interest of the holder of the Seller InterestAgreements, and at the request of the Issuer Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreements. Subject to Sections 1(c)(ii) -------- -------- and 5 Section 6 of this Agreement, and in accordance with the directions of the - Issuer, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) 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 Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 3.2 of the Trust Agreement with respect to establishing and maintaining a Capital Account for each Certificateholder. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to a Certificateholder as contemplated in Section 5.2(c) of the 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. (iv) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Trust or the Owner Trustee set forth in Section 5.5(a), (b), (c) and (d), the penultimate sentence of Section 5.5 and Section 5.6(a) of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. (v) The Administrator will provide prior to July 1, 2000 a certificate of an Authorized Officer in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Administrator shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (vi) The Administrator shall perform the duties of the Administrator specified in Section 10.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee or the Delaware Trustee and any other duties expressly required to be performed by the Administrator under pursuant to the Trust Agreement, including the preparation of tax returns pursuant to Section 5.7 of the Trust ----------- Agreement. (iiivii) In carrying out the foregoing duties or any of its other obligations under this Agreement, the 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 Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (iv) It is the intention of the parties hereto that the Administrator shall, and the Administrator hereby agrees to, prepare, file and deliver on behalf of the Issuer all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Issuer to prepare, file or deliver pursuant to the Related Agreements, including any filing, reports, notices, applications and registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities or reporting requirements laws, to the extent not provided by the Servicer in accordance with Section 3.9