Common use of Duties with Respect to the Transaction Documents Clause in Contracts

Duties with Respect to the Transaction Documents. (i) The Administrator agrees to perform all of its duties as Administrator specifically enumerated herein and in the Transaction Documents and administer, perform all of the specifically enumerated duties of the Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement, the Receivables Transfer Agreement, the Receivables Contribution Agreement and the Note Depository Agreement and to perform all of the specifically enumerated duties of the Grantor Trust under the Indenture, the Receivables Contribution Agreement and the Grantor Trust Agreement, and no additional duties shall be read to be included herein; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity or the Grantor Trust under any Transaction Document. In addition, the Administrator shall consult with the Issuing Entity and the Grantor Trust regarding their respective duties and obligations under the Transaction Documents. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Issuing Entity when action is necessary to comply with the Issuing Entity’s duties under the Indenture, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement, the Receivables Transfer Agreement and the Receivables Contribution Agreement. The Administrator shall monitor the performance of the Grantor Trust and shall advise the Grantor Trust when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement, the Receivables Contribution Agreement and the Grantor Trust Agreement. Other than such items to be performed by the Indenture Trustee pursuant to Section 6.6 of the Indenture, the Administrator shall prepare for execution by the Issuing Entity or the Grantor Trust or shall cause the preparation by other appropriate persons of all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity or the Grantor Trust to prepare, file or deliver pursuant to the Transaction Documents. In furtherance of the foregoing, the Administrator shall take all appropriate action that is the duty of the Issuing Entity and the Grantor Trust to take pursuant to the Transaction Documents, and shall prepare, execute, file and deliver on behalf of the Issuing Entity and the Grantor Trust all such documents, reports, filings, instruments, certificates, notices and opinions as it shall be the duty of the Issuing Entity and the Grantor Trust to prepare, execute, file or deliver pursuant to the Transaction Documents or otherwise required by law.

Duties with Respect to the Transaction Documents. (ia) The In addition to performing all duties and taking all actions that the SPV Administrator agrees shall be expressly required to perform all of its duties as Administrator specifically enumerated herein and in the Transaction Documents and administer, perform all of the specifically enumerated duties of the Issuing Entity under the Indenture, the Trust Agreement, the Servicing Agreement, the Receivables Transfer Agreement, the Receivables Contribution Agreement and the Note Depository Agreement and to perform all of the specifically enumerated duties of the Grantor Trust under the Indenture, the Receivables Contribution Agreement and the Grantor Trust Agreement, and no additional duties shall be read to be included herein; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuing Entity or the Grantor Trust take under any Transaction Document. In addition, the SPV Administrator shall consult with the Issuing Entity shall, at its sole cost and the Grantor Trust regarding their respective duties and obligations under the Transaction Documents. The Administrator shall monitor the performance of the Issuing Entity and shall advise the Issuing Entity when action is necessary to comply with the Issuing Entity’s duties under the Indentureexpense, the Servicing Agreement, the Trust Agreement, the Note Depository Agreement, the Receivables Transfer Agreement and the Receivables Contribution Agreement. The Administrator shall monitor the performance of the Grantor Trust and shall advise the Grantor Trust when action is necessary to comply with the Grantor Trust’s duties under the Indenture, the Servicing Agreement, the Receivables Contribution Agreement and the Grantor Trust Agreement. Other than such items to be performed by the Indenture Trustee pursuant to Section 6.6 of the Indenture, the Administrator shall prepare for execution by the Issuing Entity Funding Note Issuer or the Grantor Trust Eligible Lender Trustee, as applicable, or shall cause the preparation by such other Persons as shall be appropriate persons of therefor of, all such documents, reports, filings, instruments, certificates, opinions and notices and opinions as it shall be the duty of the Issuing Entity Funding Note Issuer or the Grantor Trust Eligible Lender Trustee to prepare, file or deliver pursuant deliver, and shall take all appropriate action that it is the duty of the Funding Note Issuer to the take, under any Transaction DocumentsDocument. In furtherance of the foregoing, the SPV Administrator shall take all appropriate action that is monitor the duty performance of the Issuing Entity Funding Note Issuer and shall advise the Grantor Trust Eligible Lender Trustee, in writing, when action is necessary to take pursuant to comply with the Funding Note Issuer’s duties under any Transaction Document. Upon the request of the Eligible Lender Trustee, the SPV Administrator shall also, at its sole cost and expense, administer, perform or supervise the performance of such other activities in connection with the Pledged Collateral (including the Transaction Documents, ) as are expressly requested by the Eligible Lender Trustee and shall prepare, execute, file and deliver on behalf are reasonably within the capability of the Issuing Entity and SPV Administrator, regardless of whether such activities are required by any Transaction Document. The Funding Note Issuer authorizes the Grantor Trust SPV Administrator to sign all such documents, reports, filings, instruments, certificates, certificates and notices and opinions as it shall may be required to be executed by the duty of the Issuing Entity and the Grantor Trust to prepare, execute, file or deliver pursuant to Funding Note Issuer in connection with the Transaction Documents or otherwise required by lawDocuments.