SHALL 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 THE ISSUER OR THE OWNER TRUSTEE IS
OBLIGATED TO PREPARE PURSUANT TO THE RELATED AGREEMENTS AND AT THE REQUEST OF
THE OWNER TRUSTEE SHALL TAKE ALL APPROPRIATE ACTION THAT THE ISSUER OR THE OWNER
TRUSTEE IS OBLIGATED TO TAKE PURSUANT TO THE RELATED AGREEMENTS.
IN FURTHERANCE
OF THE FOREGOING, THE OWNER TRUSTEE SHALL, ON BEHALF OF ITSELF AND 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 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.
(ii)
Notwithstanding anything in this Agreement or the Related
Agreements to the contrary, the Administrator shall be responsible for promptly
notifying the Owner Trustee, in writing, in the event that any withholding tax
is imposed on any payment (or allocation of income) by the Issuer to the
Depositor as contemplated in Section 5.2(b) of the Trust Agreement, to the
extent that the Administrator has actual knowledge thereof.
Any such notice
shall specify the amount of any withholding tax required to be withheld pursuant
to such provision.
(iii)
The Administrator shall perform the duties of the Administrator
specified in Section 10.2 of the Trust Agreement required to be performed in
connection with the resignation or removal of the Owner Trustee, and any other
duties expressly required to be performed by the Administrator under the Trust
Agreement or any other Related Agreement.
(iv)
The Administrator shall perform the duties specified in Section
2.10 of the Trust Agreement required to be performed by the Administrator or the
Owner Trustee in connection with the characterization of the Trust for tax
purposes.
(v)
In carrying out the foregoing duties or any of its other
obligations under this Agreement, the Administrator may enter into transactions
or otherwise deal with any of its affiliates; provided, however, that the terms
of any such transactions or dealings shall be in accordance with any directions
received from the Issuer and shall be, in the Administrator's opinion, no less
favorable to the Issuer than would be available from unaffiliated parties.
6
(D)
NON-MINISTERIAL MATTERS.
(i)
The Administrator shall not take any action with respect to
matters that, in