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

Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner Trustee’s duties under the Indenture and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture or the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to sections of the Indenture):

Duties with Respect to the Note Depository Agreement and the Indenture. (i) The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer Issuing Entity under the Indenture, the Trust Agreement and the Owner Trustee under the Note Depository Agreement. In addition, the Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee Issuing Entity under the Indenture Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall monitor the performance of the Issuer Issuing Entity and shall advise the Owner Trustee when action is necessary to comply with the Issuer’s or the Owner TrusteeIssuing Entity’s duties under the Indenture Indenture, the Trust Agreement and the Note Depository Agreement. The Administrator shall prepare for execution by the Issuer, Issuing Entity or shall cause the preparation by other appropriate persons of, of all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuer or the Owner Trustee Issuing Entity to prepare, file or deliver pursuant to the Indenture or Indenture, the Trust Agreement and the Note Depository Agreement. In furtherance of the foregoing, the Administrator shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee Issuing Entity to take pursuant to the Indenture includingIndenture, without limitation, including such of the foregoing as are required with respect to the following matters under the Indenture and the Trust Agreement (references are to sections of the IndentureIndenture and the Trust Agreement, as applicable):