Common use of Additional Duties Clause in Contracts

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement, and (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.5 of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 obtaining and maintaining any licenses required to be obtained or maintained by the Depositor and Issuer under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation to be prepared by other appropriate persons ofpersons, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee (A) 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 opinionsopinions and (B) will either execute on its behalf, or execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney appointing the Administrator the attorney-in-fact of the Owner Trustee for the purpose of executing on behalf of the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions to the extent deemed necessary by the Administrator and at the request of the Administrator. Subject to Section 5 of this Agreement5, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator Administrative Agent set forth above, the Administrator Administrative Agent shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations calculations, and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons Persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, notices, reports, filings, instruments, certificates and opinions that as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), Basic Documents (b), (c) or (d) other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.08 and 10.04 of the Trust Agreement), and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Related Agreement Basic Documents; provided, however, that the Administrative Agent shall have no obligation to make any payment required to be made by the Issuing Entity under any Basic Document (except as specified in Section 1(a)(ii) above); provided, further, that the Administrative Agent shall have no obligation, and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shallshall be required to fully perform its duties, on behalf of itself and of the Issuer, execute and deliver with respect 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 obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the Issuer for the purpose of executing on behalf requirements of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionspursuant to or related to Regulation AB. Subject to Section 5 1.06 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator Administrative Agent shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic formAdministrative Agent.

Additional Duties. (ai) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.04 of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee (i) the monthly servicing report in an appropriate electronic formform and (ii) Pennsylvania and Maryland renewal notices or forms received by the Owner Trust Administrator and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreements, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.04 of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Trust under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreement including, and at the request of 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 Agreement and perform such without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 4 of this Agreement, and in accordance with the directions of the Issuer, the Depositor and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement; (B) shall deliver on behalf of the Issuer or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement; and (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 certificates, notices and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a5.5(a)(i), (bii), (ciii) or (dv) of the Trust Agreement or Section 7.04(b) or (c) of the Sale and Servicing Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Issuer under the Delaware business trust statute (Chapter 38 of Title 12 of The Delaware Code, 12 Del. Code ss. 3801 et seq. (the "Delaware Business Trust Statute"). In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Delaware Business Trust Statute that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Related Agreement and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements Agreement or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreements, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor Trust under the Pennsylvania Motor Vehicle Sales Finance Act and the Annotated Code of Maryland Financial Institutions § 11-403. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act or the Annotated Code of Maryland Financial Institutions that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such laws.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement, (B) shall execute and deliver on behalf of the Trust one or more certifications as to TALF eligibility, one or more indemnity undertakings and other documents, certificates, notices, press releases, agreements and instruments contemplated thereby or related thereto or otherwise necessary or incidental to qualifying the Class A Notes as “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility and (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section I (a)(i), the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreements, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee is required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, 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 forms of Exhibit Exhibits A and B 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons ofIssuer, and shall execute the Owner Trustee on behalf of the Issuer or Issuer, under the Owner TrusteeIndenture, 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 Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such the Reimbursement Agreement including, without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 of this Agreement, and in accordance with the directions written instructions of the Issuer, the Depositor, the Indenture Trustee, the Note Insurer or the Owner 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 Issuer, the Depositor, the Indenture Trustee, the Note Insurer or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor and Administrator under the Indenture Trustee Indenture, the monthly servicing report in an appropriate electronic formTrust Agreement or the Reimbursement Agreement.

Additional Duties. (ai) In addition to the duties of the Trust Administrator set forth above, the Trust Administrator shall (i) pay costs associated with the appointment of a successor CARAT Indenture Trustee under the CARAT Indenture and the appointment of a successor CARAT Owner Trustee under the Trust Agreement, in each case, from amounts in the CARAT Trust Estate, perform all the duties and obligations applicable to or required of the Issuer as set forth in Appendix A to Issuing Entity under the Sale and Servicing Agreement in accordance with the terms and conditions thereofCARAT Basic Documents, (ii) perform such including making all calculations and shall prepare for execution by the Issuing Entity or the CARAT Owner Trustee or shall cause the preparation by other appropriate persons of, and shall execute on behalf Persons of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuer Issuing Entity or the CARAT Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementCARAT Basic Documents, and at the request of the CARAT Owner Trustee shall take all appropriate action that it is the duty of the Issuer Issuing Entity or the CARAT Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsCARAT Basic Documents. Subject to Section 5 9.15 of this Agreement, and in accordance with the directions of the CARAT Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related AgreementsCARAT Basic Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the CARAT Owner Trustee and are reasonably within the capability of the Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner TrusteeTrustee or the Trust Agent, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee is required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shalland the Trust Agent shall each, on behalf of itself and in the case of the Owner Trustee, on behalf 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 forms of Exhibit Exhibits A and B hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee Trustee, the Trust Agent and the Issuer for the purpose of executing on behalf of the Owner Trustee Trustee, the Trust Agent and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeTrustee and the Trust Agent, 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 or the Trust Agent 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreement including, and at the request of 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 Agreement and perform such without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 of this Agreement, and in accordance with the directions of the Issuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee Trustee, in writing, and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner 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.are

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations calculations, and shall prepare for execution by the Issuer or the Owner Trustee 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 that as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementBasic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, other than delivery thereof to Noteholders or the Certificateholder, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsBasic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. Such responsibilities shall include providing include, and the Owner Trustee hereby requests that the Administrator, execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the Depositor extent permitted by applicable law, and obtain and maintain any licenses required to be obtained or maintained by the Trust under the Pennsylvania Motor Vehicle Sales Finance Act and Maryland Sales Finance Company licensing regulations. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulations that would affect the duties or obligations of the Indenture Trustee, or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall pay all fees and expenses of obtaining and maintaining any such licenses under such Act and Code.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement; (B) shall make all determinations relating to (x) any SOFR Adjustment Conforming Changes (pursuant to Section 7.13(b) of the Sale and Servicing Agreement) and (y) the occurrence of a Benchmark Transition Event and the determination of any Benchmark Replacement (and any related determinations) and any applicable Benchmark Replacement Conforming Changes (pursuant to Section 7.13(c) of the Sale and Servicing Agreement); (C) shall deliver on behalf of the Issuer or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement; (D) shall make all determinations relating to the Benchmark if the Benchmark is not 30-Day Average SOFR; (E) shall calculate the Class A-2b Rate for each Interest Period; and (F) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, thereof and (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement Agreements and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty Trust Agreement and the Grantor Trustee on behalf of the Issuer or Depositor under the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Grantor Trust Agreement, and at the request of 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 Agreement and perform such including, without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself Issuer and of the Issuer, Depositor shall 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 heretoand Exhibit B hereto respectively, appointing the Administrator the attorney-in-fact of the Owner Trustee Issuer and the Issuer Depositor, respectively, for the purpose of executing on behalf of the Owner Trustee Issuer and the Issuer Depositor (with respect to the Grantor Trust Related Agreements) all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 4 of this Agreement, and in accordance with the directions of the Issuer, the Depositor, the Grantor Trustee and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements and the Grantor Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Grantor Trustee, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture, the Grantor Trust Agreement and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer[, the Underlying Trust, the Underlying Trustee] or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents[, the Underlying Trust Agreement] and the Trust Agreement, [and] (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement Transaction Documents[ and perform such duties and obligations as (D) at the request of the Underlying Trustee shall take all appropriate action that the Underlying Trust or the Underlying Trustee are required under to take pursuant to the Asset Representations Review AgreementTransaction Documents]. In furtherance thereof, the Owner Trustee [and the Underlying Trustee] shall, on behalf of itself and of the Issuer[ and the Underlying 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 Issuer[ and the Issuer Underlying Trust] for the purpose of executing on behalf of the Owner Trustee and the Issuer Issuer[, and the Underlying Trustee and the Underlying Trust,] all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the directions of the Owner Trustee[Issuer][Underlying Trust], the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral [Collateral][Trust Corpus] (including the Related AgreementsTransaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee [Issuer][Underlying Trust] 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.

Additional Duties. (ai) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a5.05(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic formform and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer, the Underlying Trust, the Underlying Trustee or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents, the Underlying Trust Agreement and the Trust Agreement, (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement Transaction Documents, and perform such duties and obligations as (D) at the request of the Underlying Trustee shall take all appropriate action that the Underlying Trust or the Underlying Trustee are required under to take pursuant to the Asset Representations Review AgreementTransaction Documents. In furtherance thereof, the Owner Trustee and the Underlying Trustee shall, on behalf of itself the Issuer and of the IssuerUnderlying 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 Issuer and the Issuer Underlying Trust for the purpose of executing on behalf of the Owner Trustee and the Issuer Issuer, and the Underlying Trustee and the Underlying Trust, all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeUnderlying Trust, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Corpus (including the Related AgreementsTransaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee Underlying Trust 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreement including, and at the request of 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 Agreement and perform such without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact attorney­in­fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 4 of this Agreement, and in accordance with the directions of the Issuer, the Depositor and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all the duties and obligations applicable to or required of the Issuer as set forth in Appendix A to Issuing Entity under the Sale and Servicing Agreement in accordance with the terms and conditions thereofother Basic Documents, (ii) perform such including making all calculations and shall prepare for execution by the Issuing Entity or the Owner Trustee or shall cause the preparation by other appropriate persons of, and shall execute on behalf Persons of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuer Issuing Entity or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementBasic Documents, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer Issuing Entity or the Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementBasic Documents. [In furtherance thereofaddition, the Owner Trustee shall, on behalf of itself and of the Issuer, Administrator shall be authorized to 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 Issuing Entity documents, reportscertificates, filingsagreements and instruments contemplated by, instrumentsrequired or requested of the Issuing Entity in connection with the Notes being “eligible collateral” under, certificates and opinions. or the Issuing Entity otherwise complying with its obligations under or in connection with, the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility.] Subject to Section 5 7 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.04 of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Trust under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations calculations, and shall prepare for execution by the Issuer or the Owner Trustee 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 that as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementBasic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, other than delivery thereof to Noteholders or the Certificateholder, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsBasic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. Such responsibilities shall include providing include, and the Owner Trustee hereby requests that the Administrator, execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the Depositor extent permitted by applicable law, and obtain and maintain any licenses required to be obtained or maintained by the Trust under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee, or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall pay all fees and expenses of obtaining and maintaining any such licenses under such Act and Code.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement; (B) shall make all determinations relating to (x) the operational, administrative and technical feasibility of the use of Term SOFR as a Benchmark for the Floating Rate Notes (pursuant to Section 7.13(b) of the Sale and Servicing Agreement), (y) any SOFR Adjustment Conforming Changes, (pursuant to Section 7.13(b) of the Sale and Servicing Agreement) and (z) the occurrence of a Benchmark Transition Event and the determination of any Benchmark Replacement (and any related determinations) and any applicable Benchmark Replacement Conforming Changes (pursuant to Section 7.13(c) of the Sale and Servicing Agreement); (C) shall deliver on behalf of the Issuer or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement; (D) shall make all determinations relating to the Benchmark if the Benchmark is not 30-Day Average SOFR or Term SOFR; (E) shall calculate the Class A-2b Rate for each Interest Period; and (F) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty Trust Agreement and the Grantor Trustee on behalf of the Issuer or Depositor under the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Grantor Trust Agreement, and at the request of 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 Agreement and perform such including, without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on SCHEDULE A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself Issuer and of the Issuer, Depositor shall 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 EXHIBIT A heretoand EXHIBIT B hereto respectively, appointing the Administrator the attorney-in-fact of the Owner Trustee Issuer and the Issuer Depositor, respectively, for the purpose of executing on behalf of the Owner Trustee Issuer and the Issuer Depositor (with respect to the Grantor Trust Related Agreements) all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 4 of this Agreement, and in accordance with the directions of the Issuer, the Depositor, the Grantor Trustee and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements and the Grantor Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Grantor Trustee, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture, the Grantor Trust Agreement and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) pay costs associated with the appointment of a successor AART Indenture Trustee under the AART Indenture and the appointment of a successor AART Table of Contents Owner Trustee under the Trust Agreement, in each case from amounts in the AART Trust Estate, perform all the duties and obligations applicable to or required of the Issuer as set forth in Appendix A to Issuing Entity under the Sale and Servicing Agreement in accordance with the terms and conditions thereofAART Transaction Documents, (ii) perform such including making all calculations and shall prepare for execution by the Issuing Entity or the AART Owner Trustee or shall cause the preparation by other appropriate persons of, and shall execute on behalf Persons of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuer Issuing Entity or the AART Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAART Transaction Documents, and at the request of the AART Owner Trustee shall take all appropriate action that it is the duty of the Issuer Issuing Entity or the AART Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsAART Transaction Documents. Subject to Section 5 9.15 of this Agreement, and in accordance with the directions of the AART Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related AgreementsAART Transaction Documents) as are not covered by any of the foregoing provisions and as are expressly requested by the AART 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement; (B) shall make all determinations relating to (x) the operational, administrative and technical feasibility of the use of Term SOFR as a Benchmark for the Floating Rate Notes (pursuant to Section 7.13(b) of the Sale and Servicing Agreement), (y) any SOFR Adjustment Conforming Changes, (pursuant to Section 7.13(b) of the Sale and Servicing Agreement) and (z) the occurrence of a Benchmark Transition Event and the determination of any Benchmark Replacement (and any related determinations) and any applicable Benchmark Replacement Conforming Changes (pursuant to Section 7.13(c) of the Sale and Servicing Agreement); (C) shall deliver on behalf of the Issuer or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement; (D) shall make all determinations relating to the Benchmark if the Benchmark is not 30-Day Average SOFR or Term SOFR; (E) shall calculate the Interest Rate for the Class A-2b Notes; and (F) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations calculations, and shall prepare for execution by the Issuer or the Owner Trustee 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 that as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementBasic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, other than delivery thereof to Noteholders or the Certificateholder, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsBasic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. Such responsibilities shall include providing include, and the Owner Trustee hereby requests that the Administrator, execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the Depositor extent permitted by applicable law, and obtain and maintain any licenses required to be obtained or maintained by the Trust under the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulations. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulations that would affect the duties or obligations of the Indenture Trustee, or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall pay all fees and expenses of obtaining and maintaining any such licenses under such Act and Code.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement, (B) shall execute and deliver on behalf of the Trust one or more certifications as to TALF eligibility, one or more indemnity undertakings and other documents, certificates, notices, press releases, agreements and instruments contemplated thereby or related thereto or otherwise necessary or incidental to qualifying or maintaining the Class A Notes as “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility and (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of, and shall execute on behalf Persons of the Issuer or the Owner Trustee, 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 to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementBasic Documents, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsBasic Documents. Subject to Section 5 7 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral 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. Such responsibilities shall include providing Notwithstanding anything in this Agreement or the Basic Documents to the Depositor contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee if any withholding tax is imposed on the Trust's payments 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. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Sections 5.2(d), 5.4(a), (b), (c) and (d) and the Indenture last two sentences of Section 5.4, and Section 5.5 of the Trust Agreement with respect to, among other things, accounting and reports to Certificateholders. The Administrator may satisfy any obligations it may have with respect to clauses (ii) and (iii) above by retaining, at the expense of the Administrator, a firm of independent public accountants acceptable to the Owner Trustee which shall perform the monthly servicing report obligations of the Administrator thereunder. If a withholding tax specified in an appropriate electronic formthe previous clause (ii) is due, such accountants or the Administrator shall provide the Owner Trustee with a letter specifying which withholding tax specified in the preceding clause (ii) is then required and specifying the procedures to be followed to comply with the Code (a) on or before December 15, 2000 if such withholding tax is due in connection with a payment made on the first Distribution Date or (b) in all other instances, thirty days before such tax is to be withheld. Such accountants or the Administrator shall update such letter if and to the extent it shall no longer be accurate. The Administrator shall perform the duties of the Administrator specified in Section 6.10 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. 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 Persons that are not Affiliates of the Administrator. The Administrator hereby agrees 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 or the Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, the Administrator shall be responsible for performance of the duties of ALER set forth in Section 2.6(iii) of the Trust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.5 of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 obtaining and maintaining any licenses required to be obtained or maintained by the Depositor and Issuer under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or main- tained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section 1(a)(i), the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or under Section 5.04(a), (b), (c) or (d) 5.03 of the Trust Agreement, (B) shall deliver on behalf of the Issuer or the Owner Trustee, all notices required to be delivered to the Rating Agencies pursuant to the Transaction Documents and the Trust Agreement, and (C) at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee are required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementTransaction Documents. 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 Section 5 of this Agreement5, and in accordance with the directions of the Owner TrusteeIssuer, 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 Issuer 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.

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements Agreement (including the delivery of information required or requested of the Issuer by the Federal Reserve Bank of New York (“FRBNY”) in connection with the Notes being “eligible collateral” under FRBNY’s Term Asset-Backed Securities Loan Facility (“TALF”)) or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to Section 1 (a)(i), the Sale and Servicing Agreement in accordance with Trust Administrator shall perform or shall cause the terms and conditions thereof, (ii) perform performance by the appropriate persons of such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements not required to be done by the Servicer or Section 5.04(a), (b), (c) or (d) of the Trust AgreementSeller, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee is required to take pursuant to the Related Agreement and perform such duties and obligations as Agreements not required under to be taken by the Asset Representations Review AgreementServicer or Seller. In furtherance thereof, the Owner Trustee shall, shall on behalf of itself and of the Issuer, execute and deliver to the Trust Administrator and to each successor Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form forms of Exhibit Exhibits A hereto, appointing the Trust 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Trust Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral Trust Estate (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 Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons ofIssuer, and shall execute the Owner Trustee on behalf of the Issuer or Issuer, under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreement including, and at the request of 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 Agreement and perform such without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 of this Agreement, and in accordance with the directions written instructions of the Issuer, the Depositor, the Indenture Trustee or the Owner 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 Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty Trust Agreement and of the Issuer or the Owner Grantor Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) on behalf of the Depositor under the Grantor Trust Agreement, and at the request of 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 Agreement and perform such including, without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself Issuer and of the Issuer, Depositor shall 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 and Exhibit B hereto, respectively, appointing the Administrator as the attorney-in-fact of the Owner Trustee Issuer and the Issuer Depositor, respectively, for the purpose of executing on behalf of the Owner Trustee Issuer and the Issuer Depositor (with respect to the Grantor Trust Related Agreements) all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer and the Depositor pursuant to such agreements. Subject to Section 5 4 of this Agreement, and in accordance with the directions of the Issuer, the Depositor, the Grantor Trustee and the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements and the Grantor Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Grantor Trustee, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture, the Grantor Trust Agreement and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a5.05(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 heretoattorney, 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Trust under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Depositor to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations calculations, and shall prepare for execution by the Issuer or the Owner Trustee 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 that as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementBasic Documents, and at the request of the Owner Trustee shall take all appropriate action with respect thereto, other than delivery thereof to Noteholders or the Certificateholder, that it is the duty of the Issuer or the Owner Trustee to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 opinionsBasic Documents. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. [Such responsibilities shall include providing include, and the Owner Trustee hereby requests that the Administrator, execute and deliver any filings, certificates, affidavits or other instruments required under the Xxxxxxxx-Xxxxx Act of 2002, to the Depositor extent permitted by applicable law, and obtain and maintain any licenses required to be obtained or maintained by the Trust under the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulations. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act or Maryland Sales Finance Company licensing regulations that would affect the duties or obligations of the Indenture Trustee, or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in obtaining and maintaining any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall pay all fees and expenses of obtaining and maintaining any such licenses under such Act and Code.]

Additional Duties. (ai) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee (i) the monthly servicing report in an appropriate electronic formform and (ii) Pennsylvania and Maryland renewal notices or forms received by the Owner Trust Administrator and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations calculations, and shall prepare for execution by the Issuer or the Owner Trustee 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 that as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a)Basic Documents (other than any notice required to be delivered by the Owner Trustee pursuant to Sections 3.07, (b), (c6.03(e) or (d) and 10.04 of the Trust Agreement), and at the request of 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 Agreement Basic Documents; provided, however, that the Administrator shall have no obligation to make any payment required to be made by the Issuer under any Basic Document; provided, further, that the Administrator shall have no obligation, and perform such duties and obligations as required under the Asset Representations Review Agreement. In furtherance thereof, the Owner Trustee shallshall be required to fully perform its duties, on behalf of itself and of the Issuer, execute and deliver with respect 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 obligations of the Owner Trustee specified under the Trust Agreement and to otherwise comply with the Issuer for the purpose of executing on behalf requirements of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionspursuant to or related to Regulation AB. Subject to Section 5 of this Agreement, and in accordance with the reasonable written directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (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. Such responsibilities shall include providing to the Depositor and the Indenture Trustee the monthly servicing report in an appropriate electronic form.

Additional Duties. (aLL) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) 5.04 of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Trust under the Pennsylvania Motor Vehicle Sales Finance Act. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee (i) the monthly servicing report in an appropriate electronic formform and (ii) Pennsylvania and Maryland renewal notice or form received by the Owner Trust Administrator and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreement including, and at the request of 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 Agreement and perform such without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 of this Agreement, and in accordance with the directions of the Issuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (a) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, and (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements Agreement (including the delivery of information required or requested of the Issuer by the Federal Reserve Bank of New York (“FRBNY”) in connection with the Notes being “eligible collateral” under FRBNY’s Term Asset-Backed Securities Loan Facility (“TALF”)) or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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.. (2009-A Owner Trust Administration Agreement)

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator (A) shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee is obligated to prepare, file or deliver prepare pursuant to the Related Agreements or Section 5.04(a5.5(i), (bii), (ciii) or (div) of the Trust Agreement, (B) shall execute and deliver on behalf of the Trust one or more certifications as to TALF eligibility, one or more indemnity undertakings and other documents, certificates, notices, press releases, agreements and instruments contemplated thereby or related thereto or otherwise necessary or incidental to qualifying the Class A Notes as “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility and (C) at the request of the Owner Trustee Trustee, shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee is obligated to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereofof the foregoing, 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 Section 5 6 of this Agreement, and in accordance with the directions of the Owner 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.

Additional Duties. (ai) In addition to the duties of the ----------------- Administrator set forth above, the Administrator shall (i) perform perform, or cause to be performed, all duties and obligations applicable to or required of the Owner Trustee or Issuer under the Trust Agreement or Swap Agreement, as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereofapplicable, (ii) shall perform such calculations and shall prepare or shall cause the preparation by other appropriate persons or entities of, and shall execute on behalf of the Issuer or the Owner Trustee, 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 Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreements, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 Section 5 of this Agreement, and in accordance with the directions of the Owner TrusteeIssuer, 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 Notwithstanding any provision in this agreement or other Related Agreements to the Depositor and contrary, the Indenture Trustee Administrator shall not be responsible for any filings required under the monthly servicing report in an appropriate electronic formSecurities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Investment Company of 1940, as amended, or under any state securities or "Blue Sky" statute.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all perform, or cause to be performed, its duties and obligations applicable to or required and the duties and obligations of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute Owner Trustee on behalf of the Issuer or under the Owner Trustee, all such documents, reports, filings, instruments, certificates Indenture and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreement including, and at the request of 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 Agreement and perform such without limitation, those duties and obligations as required under the Asset Representations Review Agreementset forth on Schedule A hereto. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, Issuer shall 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 as the attorney-in-fact attorney­in­fact of the Owner Trustee and the Issuer Issuer, for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinionsopinions as are required to be executed by the Issuer pursuant to such agreements. Subject to Section 5 of this Agreement, and in accordance with the directions of the Issuer, the Depositor or the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Trust Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Issuer, the Depositor, the Indenture Trustee or the Owner Trustee and are reasonably within the capability of the Administrator. Such responsibilities shall include providing The Administrator agrees to perform such obligations and deliver such notices as are specified as to be performed or delivered by the Depositor Administrator under the Indenture and the Indenture Trustee the monthly servicing report in an appropriate electronic formTrust Agreement.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (iiA) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a)Agreements, (b), (cB) or (d) execute and deliver on behalf of the Trust Agreementone or more certifications as to TALF eligibility, one or more indemnity undertakings and other documents, certificates, notices, press releases, agreements and instruments contemplated thereby or related thereto or otherwise necessary or incidental to qualifying the Class A Notes as “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility and (C) at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor Trust under the Pennsylvania Motor Vehicle Sales Finance Act and the Annotated Code of Maryland Financial Institutions § 11-403. In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Pennsylvania Motor Vehicle Sales Finance Act or the Annotated Code of Maryland Financial Institutions that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Basic Document and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such laws.

Additional Duties. (ai) In addition to the duties of the Owner Trust Administrator set forth above, the Owner Trust Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Owner Trust Administrator and to each successor Owner Trust Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A hereto, appointing the Owner Trust 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Owner Trust 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 Owner Trust Administrator. Such responsibilities shall include providing to the Depositor and the Indenture Trustee (i) the monthly servicing report in an appropriate electronic formform and (ii) [Pennsylvania and Maryland] renewal notice or form received by the Owner Trust Administrator and shall exclude the actual filing of any reports pursuant to the Securities Exchange Act of 1934.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a5.5(a)(i), (bii), (ciii) or (dv) of the Trust Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Issuer under the Delaware business trust statute (Chapter 38 of Title 12 of The Delaware Code, 12 Del. Code ss. 3801 et seq. (the "Delaware Business Trust Statute"). In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Delaware Business Trust Statute that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Related Agreement and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Administrator ----------------- set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 certificates, notices and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a5.5(a)(i), (bii), (ciii) or (dv) of the Trust Agreement or Section 7.04(b) or (c) of the Sale and Servicing Agreement, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. 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 Section 5 of this Agreement, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Indenture 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 the obtainment and maintenance of any licenses required to be obtained or maintained by the Depositor and Issuer under the Delaware business trust statute (Chapter 38 of Title 12 of The Delaware Code, 12 Del. Code (S) 3801 et seq. (the "Delaware Business Trust -- --- Statute"). In addition, the Administrator shall promptly notify the Indenture Trustee and the monthly servicing report Owner Trustee in an appropriate electronic formwriting of any amendment to the Delaware Business Trust Statute that would affect the duties or obligations of the Indenture Trustee or the Owner Trustee under any Related Agreement and shall assist the Indenture Trustee or the Owner Trustee in its obtainment and maintenance of any licenses required to be obtained or maintained by the Indenture Trustee or the Owner Trustee thereunder. In connection therewith, the Administrator shall cause the Seller to pay all fees and expenses under such Act.

Additional Duties. (ai) In addition to the duties of the Administrator set forth above, the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare for execution by the Issuer or the Owner Trustee or shall cause the preparation by other appropriate persons of, and shall execute on behalf Persons of the Issuer or the Owner Trustee, all such documents, reports, filings, tax returns, instruments, certificates certificates, notices and opinions that as it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements Transaction Documents or Section 5.04(a), (b), (c) or (d) of the Trust Agreementany securities laws, and at the request of 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 Agreement and perform such duties and obligations as required under the Asset Representations Review Agreement. 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 Transaction Documents 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 opinionsany securities laws. Subject to Section 5 7 of this Agreement, and in accordance with the directions of the Owner Trustee, 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 and are reasonably within the capability of the Administrator. Such responsibilities The Administrator shall include providing send a copy to the Depositor and Owner Trustee of all such documents, filings, tax returns, instruments, certificates, notices or opinions which the Indenture Administrator is required to prepare, file or deliver hereunder on behalf of the Issuer. Notwithstanding anything to the contrary herein or in any Transaction Document, the Owner Trustee shall not be required to execute, deliver or certify on behalf of the monthly servicing report in an appropriate electronic formIssuer or any other Person any filings, certificates, affidavits or other instruments required under the Sarbanes-Oxley Act of 2002.

Additional Duties. (ai) In addition to the duties of the Administrator set forth abovein Section I (a)(i), the Administrator shall (i) perform all duties and obligations applicable to or required of the Issuer as set forth in Appendix A to the Sale and Servicing Agreement in accordance with the terms and conditions thereof, (ii) perform such calculations and shall prepare 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 that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Related Agreements or Section 5.04(a), (b), (c) or (d) of the Trust AgreementAgreements, and at the request of the Owner Trustee shall take all appropriate action that it is the duty of the Issuer or the Owner Trustee is required to take pursuant to the Related Agreement and perform such duties and obligations as required under the Asset Representations Review AgreementAgreements. In furtherance thereof, the Owner Trustee shall, 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 forms of Exhibit Exhibits A and B hereto, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing exe- cuting on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5 of this Agreement, and in accordance with the directions of the Owner 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.