Common use of Declaration of Trust Clause in Contracts

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial interests in the Trust has more than one Certificateholder, for any period during which the beneficial interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner TrusteeTrustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust prior pursuant to the date hereof Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only one CertificateholderCertificates are held by a Person other than the Depositor, the Trust shall be disregarded as a an entity separate entity from the Depositor and (b) at the Notes be treated as debt of the Depositor. At such time as that the Trust has Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersCertificateholders (including the Depositor (or its successor in interest) in its capacity as recipient of distributions from the Spread Account), and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposesas an entity separate from the Depositor (or other sole owner of the Trust Certificates). Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken The Trustee shall file a Certificate of Trust on behalf of the Trust prior with the Secretary of State pursuant to Section 3810 of the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedTrust Statute.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(vand (ii) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated (A) if it has one beneficial owner, as a separate non-entity and (bB) at such time as the Trust if it has more than one Certificateholderbeneficial owner, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, Certificateholders and the Notes being non-recourse debt constituting indebtedness of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless Unless otherwise required by the appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to The parties have caused the filing of financing statements, the Certificate of TrustTrust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of HB3, it is the intention of the parties hereto that the Trust be treated as a qualification “passive entity” for purposes of HB3, formed to do hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of HB3, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of HB3 and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in HB3). Notwithstanding anything to the contrary contained herein, nothing in this Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for HB3 to apply to the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedTrust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(vand (ii) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated (A) if it has one beneficial owner, as a separate non-entity and (bB) at such time as the Trust if it has more than one Certificateholderbeneficial owner, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, Certificateholders and the Notes being non-recourse debt constituting indebtedness of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless Unless otherwise required by the appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to The parties have caused the filing of financing statements, the Certificate of TrustTrust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of HB3, it is the intention of the parties hereto that the Trust be treated as a qualification “passive entity” for purposes of HB3, formed to do hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of HB3, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of HB3 and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in HB3). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for HB3 to apply to the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedTrust.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial interests in the Trust has more than one Certificateholder, for any period during which the beneficial interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such income and franchise tax purposes. Effective as of the date hereof, the Owner TrusteeTrustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust prior pursuant to the date hereof Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderCertificates, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement may be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Trust prior shall be managed by the Administrator pursuant to the date hereof with respect to the filing of financing statements, Administration Agreement. The Owner Trustee has heretofore filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a an entity separate entity from such Certificateholder and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of the a Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, U.S. federal income and state and local income and franchise tax purposes, on until the Trust Certificates are beneficially owned by more than one Person (and after the Closing Date, (a) so long all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust has only will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) and the Notes will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one CertificateholderPerson (and all such owners are not treated as the same Person for U.S. federal income tax purposes), it is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are beneficially owned by more than one Person (and all such owners are not treated as the Trustsame Person for U.S. federal income tax purposes), as applicable, the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers powers, authority and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust of the Trust, or a qualification to do business in the State States of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, and Delaware is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersOwners, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory business trust under the Statutory Business Trust Act Statute and that this Agreement constitute the governing instrument of such statutory business trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (ai) so long as the Trust has only one Certificateholderthere is a sole Owner, the Trust shall be disregarded treated as a separate entity security arrangement, with the assets of the Trust being the Receivables and other assets held by the Trust, the owner of the Receivables being the sole Owner and the Notes being non-recourse debt of the sole Owner and (bii) at such time as the Trust has if there is more than one CertificateholderOwner, the Trust will shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersOwners (including the Company as assignee of the Depositor pursuant to the Purchase Agreement, in its capacity as recipient of distributions from the Reserve Account) and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Business Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersOwners, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (ai) so long as the Trust has only one Certificateholderthere is a sole Owner, the Trust shall be disregarded treated as a separate entity security arrangement, with the assets of the Trust being the Receivables and other assets held by the Trust, the owner of the Receivables being the sole Owner and the Notes being non-recourse debt of the sole Owner and (bii) at such time as the Trust has if there is more than one CertificateholderOwner, the Trust will shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersOwners (including the Company as assignee of the Depositor pursuant to the Purchase Agreement, in its capacity as recipient of distributions from the Reserve Account) and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderResidual Interest, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has heretofore filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only one CertificateholderCertificates are held by a Person other than the Depositor, the Trust shall be disregarded as a an entity separate entity from the Depositor and (b) at the Notes be treated as debt of the Depositor. At such time as that the Trust has Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersCertificateholders (including the Depositor (or its successor in interest) in its capacity as recipient of distributions from the Spread Account), and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposesas an entity separate from the Depositor (or other sole owner of the Trust Certificates). Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken The Trustee shall file a Certificate of Trust on behalf of the Trust prior with the Secretary of State pursuant to Section 3810 of the Trust Statute. As of the date hereof hereof, the Depositor intends to retain the Trust Certificates. Although there is no present intent to effect any subsequent transfer of the Trust Certificates, in the event that the Depositor did intend to transfer any of the Trust Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity. This Section 2.6 shall not apply with respect to the filing characterization of financing statements, the Certificate Notes as indebtedness for federal income tax purposes to the extent that any of Trust, a qualification the Notes is required to do business be treated as other than indebtedness in the State hands of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedan Affiliate pursuant to Section 385 of the Code and the Treasury regulations promulgated thereunder.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only Certificates are held by more than one CertificateholderPerson, the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) and the Notes will be characterized as debt. At such time that the Trust Certificates are held by more than one Person, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnershipHolders. The Depositor (and any future Certificateholder by hereby appoints the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent Administrators, with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have Administrators having all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf , and the Administrators hereby accept such appointment; provided, however, that it is the intent of the Trust prior parties hereto that such Administrators shall not be trustees or, to the date hereof fullest extent permitted by law, fiduciaries with respect to the filing Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power (but shall not be obligated) to perform those duties assigned to the Administrators. The Delaware Trustee, in such capacity, shall not be entitled to exercise any powers, nor shall the Delaware Trustee, in such capacity, have any of financing statementsthe duties and responsibilities, of the Certificate Property Trustee or the Administrators set forth herein. The Delaware Trustee, in such capacity, shall be one of Trust, the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act and for taking such actions as are required to be taken by a qualification to do business in Delaware trustee under the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedDelaware Statutory Trust Act.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income and state and local income and franchise tax purposes, on until the Trust Certificates are beneficially owned by more than one Person (and after the Closing Date, (a) so long all such owners are not treated as the same Person for federal income tax purposes), the Trust has only will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) and the Notes will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one CertificateholderPerson (and all such owners are not treated as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are beneficially owned by more than one Person (and all such owners are not treated as the Trustsame Person for federal income tax purposes), as applicable, the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions and obligations set forth herein herein, in the Pooling Agreement and in the Servicing Agreement for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and Statute, that this Agreement constitute the governing instrument of such statutory trusttrust and that the Certificates represent the beneficial interests therein. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) rights of the Bankruptcy CodeCertificateholders shall be determined as set forth herein and in the Statutory Trust Statute and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. It is also the intention of the parties hereto that, solely for Federalpurposes of federal income taxes, state and local income and franchise tax purposestaxes, on and after the Closing Dateany other taxes imposed upon, (a) so long as the Trust has only one Certificateholdermeasured by, or based upon gross or net income, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets division or branch of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)Seller. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as a division or branch of the Seller for such tax purposes; provided, however, that until the Seller receives a ruling from the Illinois Department of Revenue or an opinion of counsel reasonably acceptable to the Owner Trustee that the Trust will be treated as a branch or division of the Seller for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, the Seller will (i) include the taxable income of the Trust in the combined tax return filed by the combined group that includes the Seller, (ii) take all steps necessary to treat the Trust as a member of the same combined group of which the Seller is a member and (iii) provide information to the Owner Trustee to confirm that the actions required by clauses (i) and (ii) have been effected. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein andin this Agreement, to the extent not inconsistent herewithPooling Agreement, in the Servicing Agreement and the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf Trust subject to the terms and conditions of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedBasic Documents.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a an entity separate entity from such Certificateholder and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a an entity separate entity from such Certificateholder and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only Certificates are held by other than the Depositor, the Trust will be disregarded as an entity separate from the Depositor and the Notes will be characterized as debt. At such time that the Trust Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as an entity separate from its owner. In the event the Trust is required to file any tax returns, reports or other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business as set forth in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedSection 2.03.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at such time as from the Trust has more than one CertificateholderSeller, the Trust Seller will be treated disregarded as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, an entity separate from COAF and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Act. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Act to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income and state and local income and franchise tax purposes, on until the Certificates are beneficially owned by more than one Person (and after the Closing Date, (a) so long all such owners are not treated as the same Person for federal income tax purposes), the Trust has only will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Certificates) and the Notes will be characterized as debt. At such time that the Certificates are beneficially owned by more than one CertificateholderPerson (and all such owners are not treated as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Certificates are beneficially owned by more than one Person (and all such owners are not treated as the Trustsame Person for federal income tax purposes), as applicable, the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnershipHolders. The Depositor (and any future Certificateholder by hereby appoints the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent Administrators, with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have Administrators having all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf , and the Administrators hereby accept such appointment; provided, however, that it is the intent of the Trust prior parties hereto that such Administrators shall not be trustees or, to the date hereof fullest extent permitted by law, fiduciaries with respect to the filing Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of financing statementsthe duties and responsibilities, of the Certificate Property Trustee or the Administrators set forth herein. The Delaware Trustee shall be one of Trust, the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a qualification to do business in Delaware trustee under the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedDelaware Business Trust Act.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only one CertificateholderCertificates are held by a Person other than the Depositor, the Trust shall be disregarded as a an entity separate entity from the Depositor and (b) at the Notes be treated as debt of the Depositor. At such time as that the Trust has Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersCertificateholders (including the Depositor (or its successor in interest) in its capacity as recipient of distributions from the Spread Account), and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposesas an entity separate from the Depositor (or other sole owner of the Trust Certificates). Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken The Trustee shall file a Certificate of Trust on behalf of the Trust prior with the Secretary of State pursuant to Section 3810 of the Trust Statute. As of the date hereof hereof, the Depositor intends to retain the Certificates. Although there is no present intent to effect any subsequent transfer of the Certificates, in the event that the Depositor did intend to transfer any of the Certificates to a third party, the parties to this Agreement will amend this Agreement as necessary to prevent any application of the Treasury regulations under Section 385 of the Code (including any subsequent or successor provision) that would result in the recharacterization of any of the Notes as equity. This Section 2.6 shall not apply with respect to the filing characterization of financing statements, the Certificate Notes as indebtedness for federal income tax purposes to the extent that any of Trust, a qualification the Notes is required to do business be treated as other than indebtedness in the State hands of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedan affiliate pursuant to Section 385 of the Code and the Treasury regulations promulgated thereunder.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnershipHolders. The Depositor hereby appoints the Administrators (and any future Certificateholder by the purchase as agents of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent Issuer Trust), with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have Administrators having all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf , and the Administrators hereby accept such appointment, provided, however, that it is the intent of the Trust prior to the date hereof parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the filing Issuer Trust and this Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power to perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of financing statementsthe duties and responsibilities, of the Certificate Property Trustee or the Administrators set forth herein. The Delaware Trustee shall be one of Trust, the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a qualification to do business in Delaware Trustee under the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedDelaware Business Trust Act.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and in the event the Issuer enters into a currency Swap Agreement pursuant to Section 5.11 of the Sale and Servicing Agreement, any such Swap Agreement and payments made by any such Swap Counterparty, in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial ownership interests in the Trust has more than one Certificateholder, for any period during which the beneficial ownership interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial ownership interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust under the Basic Documentsother related documents. It is the intention of the parties hereto that the Trust constitute a statutory business trust under the Statutory Delaware Business Trust Act and that this Agreement constitute the governing instrument of such statutory trustTrust. The Trust Furthermore, it is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income and franchise tax purposes, on and after the Closing Date, purposes (ai) so long as the Trust has only one there is a sole Certificateholder, the Trust shall be disregarded as a separate entity entity, with the assets of the Trust being treated as the assets of such sole Certificateholder, and the Notes being non-recourse debt of the sole Certificateholder, and (bii) at such time as the Trust has if there is more than one Certificateholder, the Trust will shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the TrustTrust estate, the partners of the partnership being the Certificateholders, Certificateholders and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)) for federal income tax purposes. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Administrator on behalf of the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as provided in the second preceding sentence for such tax purposes. Effective as of the date hereof, the The Owner Trustee, shall have all rights, powers the Seller as the initial Certificateholder and duties set forth herein and, each successor Certificateholder (as a condition to acquiring its Certificate) agree to disregard the extent not inconsistent herewith, in trust as a separate entity (if there is one Certificateholder) or to treat it as a partnership (if there are two or more Certificateholders) and to treat the Statutory Trust Act with respect to accomplishing the Notes as indebtedness for purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statementsfederal, the Certificate of Truststate, a qualification to do business in the State of Alabama and local income or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedfranchise taxes.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalpurposes of federal income tax, state and local income and franchise tax, any state single business tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholderany other income taxes, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial ownership interests in the Trust has more than one Certificateholder, for any period during which the beneficial ownership interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial ownership interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and in the event the Issuer enters into a Currency Swap Agreement pursuant to Section 5.11 of the Sale and Servicing Agreement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial ownership interests in the Trust has more than one Certificateholder, for any period during which the beneficial ownership interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial ownership interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersOwners, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (ai) so long as the Trust has only one Certificateholderthere is a sole Owner, the Trust shall be disregarded treated as a separate entity security arrangement, with the assets of the Trust being the Receivables and other assets held by the Trust, the owner of the Receivables being the sole Owner and the Senior Notes being non-recourse debt of the sole Owner and (bii) at such time as the Trust has if there is more than one CertificateholderOwner, the Trust will shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersOwners (including the Company as assignee of the Depositor pursuant to the Purchase Agreement, in its capacity as recipient of distributions from the Reserve Account) and the Senior Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. (a) The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Basic Documents. The Owner Trustee has filed the Certificate of Trust with the Secretary of State. (b) It is the intention of the parties hereto that (i) the Trust constitute Issuer constitutes a statutory trust under the Statutory Trust Act and that this Agreement constitute constitutes the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v, (ii) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalfederal, state State and local income income, single business and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust Notes shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with debt and (iii) the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust Issuer shall not elect to be treated as an association under Treasury Regulations Section 301.7701(or publicly-3(a)traded partnership) taxable as a corporation. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or Issuer and, to the Trust, as extent applicable, will the Certificateholders shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer provided in the preceding sentence for such tax purposespurposes and shall not take any position contrary to this characterization in any federal or State tax filings. Effective as of the date hereof, the Owner Trustee, Trustee shall have all the rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the TrustIssuer as set forth in Section 2.03(a). Any action taken on behalf The Owner Trustee shall not file or join in, and each Certificateholder, by acceptance of its Certificate, and each Certificate Owner, by acceptance of its beneficial interests in the Certificates, agrees that it shall not file or join in, an election to treat the Issuer as an association taxable as a corporation for tax purposes. The Depositor intends to treat the Issuer for federal income tax reporting purposes as a grantor trust under subpart E, part 1, subchapter J, chapter 1 of subtitle A of the Trust prior Code. Each purchaser of a Certificate, by its acceptance of the Certificate, agrees to treat the date hereof Issuer as a grantor trust and will take no action inconsistent with respect to such treatment, unless otherwise required by the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedappropriate authority.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the a Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers powers, authority and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust of the Trust, or a qualification to do business in the State States of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, and Delaware is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention intent of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention intent of the parties hereto that, solely for Federalincome, state franchise and local income and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderCertificates, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute. Notwithstanding anything herein or any in the Statutory Trust Statute to the contrary, it is the intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. For each taxable year of the Issuer, pursuant to Sections 7704(c) and 7704(d) of the Code, the principal activity of the Issuer will consist of purchasing and holding debt receivables (which are capital assets to the Issuer) and issuing and paying notes, and at least 90% of the Issuer’s gross income for each taxable year of the Issuer will constitute “qualifying income” under such Code provisions in the form of interest and gains from such receivables and other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedqualifying income.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act and Act, that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto and that, solely for FederalUnited States federal, state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (ai) for so long as the Trust has only one CertificateholderIssuer has, the Trust or is deemed to have, but a single beneficial owner, it shall be disregarded as a an entity separate entity from its single beneficial owner and (bii) at such time as if the Trust has Issuer has, or is deemed to have, more than one Certificateholder, the Trust will beneficial owner it shall be treated as a partnership that is not a “publicly traded partnership” as defined in Treasury Regulation Section 1.7704-1 promulgated under the Code, with the assets and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)Code. The parties hereto agree that, unless otherwise required by appropriate tax authorities, that the sole Certificateholder or the Trust, as applicable, Issuer will file or cause to be filed annual or other necessary tax returns, reports and other forms consistent with the foregoing tax characterization of the Trust Issuer, as applicable, unless otherwise required by pertinent tax law. No election shall be made by or on behalf of the Issuer to be classified as an association taxable as a corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Act, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Act to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act and Statute, that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto and that, solely for FederalUnited States federal, state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (ai) for so long as the Trust has only one CertificateholderIssuer has, the Trust or is deemed to have, a single beneficial owner, it shall be disregarded as a an entity separate entity from its single beneficial owner and (bii) at such time as if the Trust has Issuer has, or is deemed to have, more than one Certificateholder, the Trust will beneficial owner it shall be treated as a partnership that is not a “publicly traded partnership” as defined in Treasury Regulation Section 1.7704-1 promulgated under the Code, with the assets and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)Code. The parties hereto agree that, unless otherwise required by appropriate tax authorities, that the sole Certificateholder or the Trust, as applicable, Issuer will file or cause to be filed annual or other necessary tax returns, reports and other forms consistent with the foregoing tax characterization of the Trust Issuer, as applicable, unless otherwise required by pertinent tax law. No election shall be made by or on behalf of the Issuer to be classified as an association taxable as a corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee and the Delaware Trustee, as applicable, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of The Owner Trustee and the Trust prior to the date hereof with respect to the filing of financing statements, Delaware Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only Certificates are held by other than the Depositor, the Trust will be disregarded as an entity separate from the Depositor and Notes held by a person other than the Depositor (or a person whose separate existence from the Depositor is disregarded) will be characterized as debt. At such time that the Trust Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as an entity separate from its owner. In the event the Trust is required to file any tax returns, reports or other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business as set forth in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedSection 2.03.

Declaration of Trust. The Owner Grantor Trust Trustee hereby declares that it will hold the Owner Grantor Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Grantor Trust Certificateholders, subject to the obligations of the Grantor Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Grantor Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, United States federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Grantor Trust will be treated as a partnershipgrantor trust under subtitle A, with the assets chapter 1, subchapter J, part I, subpart E of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)Code. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Grantor Trust will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the foregoing characterization of the Grantor Trust as other than a grantor trust. The parties further agree, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Grantor Trust shall be to protect and conserve the assets of the Grantor Trust, and the Grantor Trust shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Grantor Trust and Grantor Trust Trustee (upon direction from the Grantor Trust Certificateholders) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Grantor Trust as a grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Grantor Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Grantor Trust Certificateholders within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Grantor Trust to take advantage of variations in the market to improve the investment of any Grantor Trust Certificateholder. The provisions of this Agreement shall be interpreted consistently with and to further this intention of the parties. No election will be made by or on behalf of the Grantor Trust to be classified as an association taxable as a corporation for United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee, Grantor Trust Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Grantor Trust. Any action taken on behalf It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Grantor Trust prior shall be managed by the Administrator pursuant to the date hereof Administration Agreement. The Grantor Trust Trustee has heretofore filed the Grantor Trust Certificate of Trust with respect the Secretary of State as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, to execute, deliver and file any other certificate required under the Statutory Trust Statute to be filed with the Secretary of State. Notwithstanding anything herein or in the Statutory Trust Statute to the filing contrary, it is the intention of financing statements, the Certificate parties hereto that (i) the Grantor Trust constitute a “business trust” within the meaning of Trust, Section 101(9)(A)(v) of the Bankruptcy Code and (ii) the Grantor Trust be and remain a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedseparate legal entity under Delaware law.

Declaration of Trust. The Managing Owner Trustee hereby acknowledges that the Trust has received the sum of $1,000 for the Trust in a bank account in the name of the Trust controlled by the Managing Owner, and hereby declares that it will shall hold the Owner Trust Estate such sum in trust trust, upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic DocumentsUnitholders. It is the intention of the parties hereto that the Trust constitute shall be a statutory trust organized in series, under the Statutory Delaware Trust Act Statute and that this Trust Agreement shall constitute the governing instrument of such statutory the Trust. Because the Trust will be operated initially as a single series trust, the Managing Owner has determined that the term “Trust” reflects either the Trust or the single series (or both the Trust and the single series), as provided in the context of its use. The Trust is not intended to be a business trust within For the meaning avoidance of Section 101(9)(A)(v) doubt, the Managing Owner may, in its sole discretion, without the consent of the Bankruptcy CodeUnitholders, amend this Trust Agreement, as applicable, to reflect the creation of one or more addition series. It is also not the intention of the parties hereto thatto create a general partnership, solely for Federallimited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust except to the extent that the Trust is deemed to constitute a partnership under the Code and applicable state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the laws. Nothing in this Trust has only one Certificateholder, the Trust Agreement shall be disregarded as construed to make the Unitholders partners or members of a separate entity joint stock association except to the extent such Unitholders are deemed to be partners under the Code and (b) at such time as applicable state and local tax laws. Notwithstanding the Trust has more than one Certificateholderforegoing, it is the Trust will be treated as a partnership, with the assets intention of the Managing Owner to create a partnership being among the Receivables Unitholders for purposes of taxation under the Code and other assets held by the Trust, the partners of the partnership being the Certificateholders, applicable state and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such local tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposeslaws. Effective as of the date hereof, the Trustee and the Managing Owner Trustee, shall have all of the rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Delaware Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf The Trustee has filed the certificate of trust required by Section 3810 of the Delaware Trust Statute in connection with the formation of the Trust prior to under the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedDelaware Trust Statute.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2017-3 Exchange Note and other assets held by the Securitization Trust, the partners of 2017-3 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2017-3(a)3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Grantor Trust Trustee hereby declares that it will hold the Owner Grantor Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Grantor Trust Certificateholders, subject to the obligations of the Grantor Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Grantor Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, United States federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Grantor Trust will be treated classified as a partnershipgrantor trust under subtitle A, with the assets chapter 1, subchapter J, part I, subpart E of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)Code. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Grantor Trust will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the foregoing characterization of the Grantor Trust as an entity other than a grantor trust. The parties further agree, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Grantor Trust shall be to protect and conserve the assets of the Grantor Trust, and the Grantor Trust shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Grantor Trust and Grantor Trust Trustee (upon direction from the Grantor Trust Certificateholders) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Grantor Trust as a grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Grantor Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Grantor Trust Certificateholders within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Grantor Trust to take advantage of variations in the market to improve the investment of any Grantor Trust Certificateholder. The provisions of this Agreement shall be interpreted consistently with and to further this intention of the parties. No election will be made by or on behalf of the Grantor Trust to be classified as an association taxable as a corporation for United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee, Grantor Trust Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Grantor Trust. Any action taken on behalf It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Grantor Trust prior shall be managed by the Administrator pursuant to the date hereof Administration Agreement. The Grantor Trust Trustee has heretofore filed the Grantor Trust Certificate of Trust with respect the Secretary of State as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, to execute, deliver and file any other certificate required under the Statutory Trust Statute to be filed with the Secretary of State. Notwithstanding anything herein or in the Statutory Trust Statute to the filing contrary, it is the intention of financing statements, the Certificate parties hereto that (i) the Grantor Trust constitute a “business trust” within the meaning of Trust, Section 101(9)(A)(v) of the Bankruptcy Code and (ii) the Grantor Trust be and remain a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedseparate legal entity under Delaware law.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) Effective as of the Bankruptcy Codedate hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income and franchise tax purposes, on the Trust shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Home Equity Loans being treated as assets of the single person or entity, and after the Closing DateNotes being debt of the entity and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that solely for federal, (a) state and local income and franchise tax purposes, for so long as 100% of the Trust has only one CertificateholderClass SB Certificates are held by a single person or entity, the Trust shall be disregarded treated as a separate entity and (b) at such time as disregarded entity, with the Trust has Estate being treated as assets of the single person or entity, and the Notes being treated as debt of the entity, and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one Certificateholderperson owns the Class SB Certificates, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust will shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, Trust Estate the partners of the partnership being the Certificateholders, Certificateholders and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) partnership and the Owner Trustee agree provisions of this Trust Agreement shall be interpreted to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)further this intention. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the foregoing characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a partnership for such tax purposes. Effective purposes and as provided by such holders of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedCertificates.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnershipHolders. The Depositor (and any future Certificateholder by hereby appoints the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent Administrators, with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have Administrators having all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf , and the Administrators hereby accept such appointment; provided, however, that it is the intent of the Trust prior parties hereto that such Administrators shall not be trustees or, to the date hereof fullest extent permitted by law, fiduciaries with respect to the filing Issuer Trust and this Trust Agreement shall be construed in a manner consistent with such intent. The Property Trustee shall have the right and power (but shall not be obligated) to perform those duties assigned to the Administrators. The Delaware Trustee, in such capacity, shall not be entitled to exercise any powers, nor shall the Delaware Trustee, in such capacity, have any of financing statementsthe duties and responsibilities, of the Certificate Property Trustee or the Administrators set forth herein. The Delaware Trustee, in such capacity, shall be one of Trust, the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Business Trust Act and for taking such actions as are required to be taken by a qualification to do business in Delaware trustee under the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedDelaware Business Trust Act.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalpurposes of U.S. federal, state and applicable local income and franchise taxes and for purposes of any other tax measured in whole or in part by income, if the Trust Certificates are beneficially owned by one Person for U.S. federal income tax purposes, on and after the Closing Date, (a) so long as the Trust has only will be disregarded as an entity separate from such Person. At such time that the Trust Certificates are beneficially owned by more than one CertificateholderPerson for U.S. federal income tax purposes, it is the intention of the parties hereto that, for purposes of U.S. federal, state and applicable local income and franchise taxes and for purposes of any other tax measured in whole or in part by income, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the such partnership being the Receivables and other assets held by the Trust, the partners of the such partnership being the Certificateholders, and the Notes being non-recourse debt of the such partnership. The Depositor (and any future Certificateholder by the purchase each of the Certificateholders, by acceptance of a Trust Certificate will be deemed Certificate, agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are beneficially owned by more than one Person for U.S. federal income tax purposes, the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust as an entity disregarded as separate from its owner. In the event the Trust is required to file any tax returns, reports or other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business as set forth in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedSection 2.03.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a "statutory trust trust" under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income and franchise tax purposes, on and after the Trust (A) shall not be treated as (i) an association subject separately to taxation as a corporation or (ii) a "publicly traded partnership" as defined in Treasury Regulation Section 1.7704-1, (B) shall, as of the Closing Date, (a) Date and for so long as any Notes are outstanding be treated for federal income tax purposes as a qualified REIT subsidiary within the Trust has only one Certificateholdermeaning of Section 856(i) of the Code, the Trust shall and thereafter be disregarded as a separate entity (and (b) if at such any other time as the Trust has Certificates are held by more than one Certificateholderperson for federal income tax purposes, the Trust will shall be treated as a partnership), with the assets and (C) that each Class of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersNotes shall be debt, and the Notes being non-recourse debt provisions of this Agreement shall be interpreted to further this intention. It is the intention of the partnership. The parties hereto that, for federal, state and local tax purposes, the Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take shall at no action inconsistent with such tax treatment. The Trust shall not elect to time be treated as an association under Treasury Regulations Section 301.7701-3(a)owner of the Contracts or as the issuer of or obligor on indebtedness secured by the Contracts and evidenced by the Notes, and the parties hereto mutually covenant to take all pertinent tax reporting positions consistent with that intent. The parties agree that, unless Except as otherwise required by appropriate tax authoritiesprovided in this Trust Agreement, the sole rights of the Certificateholder or will be those of equity owners of the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(vand (ii) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded treated (A) if it has one beneficial owner, as a separate non-entity and (bB) at such time as the Trust if it has more than one Certificateholderbeneficial owner, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, Certificateholders and the Notes being non-recourse debt constituting indebtedness of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless Unless otherwise required by the appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to The parties have caused the filing of financing statements, the Certificate of TrustTrust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a qualification “passive entity” for purposes of the Margin Tax, formed to do hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage Table of Contents investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedMargin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a an entity separate entity from such Certificateholder and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers powers, authority and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust of the Trust, or a qualification to do business in the State States of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, and Delaware is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention intent of the parties hereto that, solely for Federalincome, state franchise and local income and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderCertificate, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Notes, (b) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Notes and Qualifying Treasury Securities and the National City Bank Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, (d) to maintain its status as one or more grantor trusts or agency arrangements and (e) to engage in those activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trustSecurityholders. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Administrative Trustees shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Trust prior to duties and responsibilities of the date hereof with respect to Property Trustee or the filing of financing statementsAdministrative Trustees, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdictionof the duties and responsibilities of the Issuer Trustees generally, if applicable, is hereby ratifiedset forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807 of the Delaware Statutory Trust Act.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and in the event the Issuer enters into a Currency Swap Agreement pursuant to Section 5.10 of the Sale and Servicing Agreement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalpurposes of federal income tax, state and local income and franchise tax, any state single business tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholderany other income taxes, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial ownership interests in the Trust has more than one Certificateholder, for any period during which the beneficial ownership interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial ownership interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) Effective as of the Bankruptcy date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. For purposes of this Declaration of Trust, "Statutory Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.ss.3801 et. Seq. as the same may be amended or supplemented from time to time. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated as an entity disregarded as a separate entity from the sole holder of 100% of the Certificates, which Certificates shall initially be owned by the Depositor or an affiliate thereof, and (b) at such time as the provisions of this Trust has Agreement shall be interpreted to further this intention. If more than one Certificateholderperson owns the Certificates for federal income tax purposes, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Trust will shall be treated as a partnership (other than a publicly traded partnership), with the assets of the partnership being the Receivables and other assets held by the TrustTrust Estate, the partners of the partnership being the Certificateholders, Certificateholders and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) partnership and the Owner Trustee agree provisions of this Trust Agreement shall be interpreted to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)further this intention. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or, if two or more persons own the Certificates, as a partnership (other than a publicly traded partnership) for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, statements or the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, Trust is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Owner Trust under the Basic Documents. It is the intention of the parties hereto that the Owner Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The It is the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes, the Owner Trust is not intended shall be treated as a domestic eligible entity with a single owner electing to be disregarded as a business trust within separate entity. It is the meaning of Section 101(9)(A)(v) intention of the Bankruptcy Codeparties hereto that, an election to be treated as a REMIC (“REMIC”) for federal income tax purposes be made with respect to the Loans together with the proceeds of the Loans and the proceeds on deposit in the Custodial Accounts and the Payment Account. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as that a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will second election to be treated as a partnership, REMIC be made with respect to the assets REMIC I Regular Interests (“REMIC II”). It is also the intention of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect parties hereto that a third election to be treated as a REMIC be made with respect to the REMIC II Regular Interests (“REMIC III”). Notwithstanding the foregoing, Additional Balances comprising the Additional Balance Advance Amount shall not be an association under Treasury Regulations asset of REMIC I, REMIC II or REMIC III but shall be an asset of the Trust Fund. The Issuer will provide for the administration of REMIC I, REMIC II and REMIC III pursuant to Article XI of the Indenture. Pursuant to Section 301.7701-3(a)11.01(d) of the Indenture, the REMIC Administrator will prepare, sign and file certain tax returns on behalf of the REMICs. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Owner Trust will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the foregoing characterization of the Trust for such tax purposesforms. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Owner Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersHolders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory business trust under the Statutory Business Trust Act Statute and that this Agreement constitute the governing instrument of such statutory business trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after issuance of the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Home Loans and other assets held by the Trust, the partners of the partnership being the Certificateholders, holders of the Certificates and the Notes being non-recourse debt of the partnership. The Depositor partnership (and any future Certificateholder or, if there is only one Certificateholder, that the Trust shall be disregarded as an entity separate from such Holder, with the assets held by the purchase Trust being treated as assets of the Trust Certificate will be deemed to have agreed) Holder and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be Notes being treated as an association under Treasury Regulations Section 301.7701non-3(arecourse debt of the Holder). The parties agree that, unless otherwise required by appropriate tax authoritiesauthorities or unless the Trust is disregarded as an entity separate from its sole Certificateholder for income and franchise tax purposes, the sole Certificateholder or the Trust, as applicable, Owner Trustee will file or cause to be filed annual or other necessary returns, reports reports, and other forms consistent with the foregoing characterization of the Trust as a partnership for such tax purposespurposes pursuant to Section 2.11(k). The parties agree that no election will be made to treat the Trust or the Owner Trust Estate as a real estate mortgage investment conduit as defined in Section 860D of the Code. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers powers, and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Business Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee shall file the Certificate of Trust, a qualification to do business in Trust with the State Secretary of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedState.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after until the Closing DateCertificates are held by a Person other than the Depositor (or, (a) so long to the extent of a Class of Notes is recharacterized to be treated as the Trust has only one Certificateholderequity for U.S. federal tax purposes), the Trust shall be disregarded as a an entity separate entity from the Depositor and (b) at the Notes will be characterized as debt. At such time as that the Trust has Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust will shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersCertificateholders and any Notes recharacterized as trust equity for U.S. federal tax purposes, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless the certificates are held by more than one person or it is otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent that are inconsistent with the foregoing characterization of the Trust for such tax purposesas an entity that is not separate from its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has filed the Certificate of Trust, a qualification to do business in Trust with the State Secretary of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedState.

Declaration of Trust. The Owner Trust Estate shall consist of such bank accounts, such property and such other assets as the Trust or a Fund may from time to time acquire and continue to own in accordance with this Trust Agreement, and all proceeds thereof. To the extent the Sponsor purchases Units in an additional Fund designated in accordance with Section 4.2 hereof after the date hereof, the Sponsor shall, in each case, contribute the sum of $100 as consideration for such Units. Any initial contributions to these Funds shall be held in bank accounts in the name of the Trust controlled by the Sponsor, which amount shall constitute the initial Trust Estate of such Funds. The Trustee hereby shall have no duties or responsibilities whatsoever with respect to the establishment of any Funds, or any accounts with respect thereto or the Trust generally, all such duties and responsibilities being the Sponsor’s. The Trust Estate shall be held in trust for the Sponsor. The Sponsor agrees that upon the initial public offering of any additional Fund formed pursuant to this Trust Agreement, any initial capital contribution made by it to a Fund upon such Fund’s formation shall be deemed payment for the Sponsor’s Units in such Fund, to the extent the Sponsor purchases Units in such Fund. The Sponsor declares that it will hold the Owner Trust Estate of each Fund will be held in trust upon the name of the Trust and each Fund, as applicable, for the benefit of such Fund’s Unitholders for the purposes of, and subject to the terms and conditions set forth herein for the use and benefit of the Certificateholdersin, subject to the obligations of the this Trust under the Basic DocumentsAgreement. It is the intention of the parties Parties hereto that the Trust constitute to create a statutory trust under the Statutory Delaware Trust Act Statute, organized in series or Funds, and that this Trust Agreement shall constitute the governing instrument of such statutory trustthe Trust. The Nothing in this Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust Agreement shall be disregarded construed to make the Unitholders of any Fund members of a limited liability company, joint stock association, corporation or, except for tax purposes as a separate entity and (b) at such time as the Trust has more than one Certificateholderprovided in Section 2.5, the Trust will be treated as partners in a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee and the Sponsor shall have all of the rights, powers and duties set forth herein and, to the extent not inconsistent herewithwith this Trust Agreement, the rights and powers set forth in the Statutory Delaware Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken The Trust was formed on behalf of the Trust prior July 23, 2014, pursuant to the date hereof with respect to the filing of financing statementsa duly authorized, the executed and filed Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama Alabama, a sales finance company license in the states of Pennsylvania or Maryland or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at such time as from the Trust has more than one CertificateholderSeller, the Trust Seller will be treated disregarded as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, an entity separate from VCI and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Notes, (b) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Notes and Qualifying Treasury Securities and the Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, (d) to maintain its status as one or more grantor trusts or agency arrangements and (e) to engage in those activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trustSecurityholders. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Administrative Trustees shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust prior for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory Trust Act. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business Issuer Trust in the State of Alabama Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of State which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act. To the extent that, at law or any other similar qualification in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the Issuer Trust, the Depositor or license in any other state or jurisdictionthe Holders, if applicable, it is hereby ratifiedunderstood and agreed by the other parties hereto that such duties and liabilities are replaced by the duties and liabilities of the Delaware Trustee expressly set forth in this Trust Agreement. The Delaware Trustee shall have no liability for the acts or omissions of the other Issuer Trustees or the Depositor.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention intent of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention intent of the parties hereto that, solely for Federalincome, state franchise and local income and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderCertificate, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and in the event the Issuer enters into a Currency Swap Agreement pursuant to Section 5.10 of the Sale and Servicing Agreement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalpurposes of federal income tax, state and local income and franchise tax, any state single business tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholderany other income taxes, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial ownership interests in the Trust has more than one Certificateholder, for any period during which the beneficial ownership interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial ownership interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2016-3 Exchange Note and other assets held by the Securitization Trust, the partners of 2016-3 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2016-3(a)3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to Section 8.16 of the 2010-B Servicing Supplement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Trust Issuing Entity under the Basic Documents. It is the intention of the parties hereto that the Trust constitute Issuing Entity constitutes a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute constitutes the governing instrument of such statutory trust. The Trust Consistent with Section 11.01, it is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust Issuing Entity shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase division or branch of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposesCertificateholder. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, and under Delaware law for the purpose and to the extent not inconsistent herewithnecessary to accomplish the purpose of the Issuing Entity as set forth in Sections 2.03(a) and 2.03(b). At the direction of the Depositor, in the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Act with respect Statute, and the Owner Trustee shall file or cause to accomplishing be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedprovisions hereof.

Declaration of Trust. The Owner Trustee hereby -------------------- declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory business trust under the Statutory Business Trust Act Statute and that this Agreement constitute the governing instrument of such statutory business trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee or the Delaware Trustee, as applicable, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Business Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, statements or the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, Trust is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income and state and local income and franchise tax purposes, on until the Certificates are beneficially owned by more 2 (Nissan 2015-B Amended & Restated Trust Agreement) than one Person (and after the Closing Date, (a) so long all such owners are not treated as the same Person for federal income tax purposes), the Trust has only will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Certificates) and the Notes will be characterized as debt. At such time that the Certificates are beneficially owned by more than one CertificateholderPerson (and all such owners are not treated as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Certificates are beneficially owned by more than one Person (and all such owners are not treated as the Trustsame Person for federal income tax purposes), as applicable, the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers powers, authority and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust of the Trust, or a qualification to do business in the State States of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, and Delaware is hereby ratified.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are (a) to issue Trust Securities pursuant to the Agreement of Merger, (b) to hold Preferred Stock acquired pursuant to the Agreement of Merger, and (c) to engage in those activities necessary or incidental thereto. The Sponsor hereby reaffirms the appointment of the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trustHolders. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Administrative Trustees shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. Any action taken on behalf The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust prior for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory Trust Act. The duties of the Delaware Trustee are limited to (a) accepting legal process served on the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business Issuer Trust in the State of Alabama Delaware and (b) at the Property Trustee’s direction, executing and filing certificates required to be filed with the Secretary of State of the State of Delaware under Section 3811 of the Delaware Statutory Trust Act. The Merger, the Agreement of Merger and the Certificate of Merger referenced in the Agreement of Merger, have been fully authorized by the Original Trust Agreement and are hereby approved and ratified in all respects. Without the need for consent or action of any other similar qualification or license in any other state or jurisdictionperson, the Merger may be consummated, and the Issuer Trust may execute, deliver, perform and file, if applicable, is hereby ratified.the Agreement of Merger and Certificate of Merger. TRUST AGREEMENT

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a "statutory trust trust" under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal and state income and state and local income and franchise tax purposes, on and after (A) the Trust shall be treated as a QRS (as defined below), as of the Closing DateDate and, (a) for so long as the Trust Class A-1 Notes and Class A-2 Notes, and any Class A-3 Notes, Class A-4 Notes or Subordinate Notes with respect to which a "will be debt" opinion has only been rendered by nationally recognized tax counsel are outstanding, and thereafter, for so long as 100% of the Certificates and Class A-3 Notes, Class A-4 Notes and Subordinate Notes (other than any Class A-3 Notes, Class A-4 Notes or Subordinate Notes with respect to which a "will be debt" opinion has been rendered by nationally recognized tax counsel and furnished to the Securities Administrator) are held by a real estate investment trust within the meaning of Section 856(a) of the Code ("REIT"), directly or indirectly through one Certificateholderor more qualified REIT subsidiaries within the meaning of Section 856(i) of the Code ("QRSs") of such REIT or one or more entities disregarded as entities separate from such REIT or such QRSs, and (B) the Trust Class A-1 and Class A-2 Notes shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholdersdebt, and the Notes being non-recourse debt provisions of this Agreement shall be interpreted to further this intention. Except as otherwise provided in this Trust Agreement, the rights of the partnership. The Depositor (and any future Certificateholder by the purchase Certificateholders will be those of equity owners of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2018-3 Exchange Note and other assets held by the Securitization Trust, the partners of 2018-3 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2018-3(a)3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderResidual Interest, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has heretofore filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for FederalU.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, [(a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a an entity separate entity from such Certificateholder and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership][the Trust will be treated, for U.S. federal income tax purposes, as a grantor trust and it is neither the purpose nor the intent of the parties hereto to create a partnership, joint venture or association taxable as a corporation]. The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of the a Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. [In furtherance of the foregoing, (i) the purpose of the Trust shall be to protect and conserve the assets of the Trust, and the Trust shall not at any time engage in or carry on any kind of business or any kind of commercial or investment activity other than as expressly permitted by this Agreement and (ii) the Trust and Owner Trustee (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Trust as a grantor trust. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Trust nor the Owner Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Trust within the meaning of Treasury Regulation Section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of the Trust Certificateholder.] Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalpurposes of U.S. federal and state income tax, state and local income and franchise tax purposesand any other tax measured in whole or in part by income, on and after the Closing Date, (a) so long as until the Trust has only Certificates are beneficially owned by more than one CertificateholderPerson, the Trust will be disregarded as an entity separate from the Depositor and Notes held by a Person other than the Depositor (or by a Person whose separate existence from the Depositor is disregarded) will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one Person, it is the intention of the parties hereto that, for purposes of U.S. federal and state income tax, franchise tax and any other tax measured in whole or in part by income, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are beneficially owned by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as an entity separate from its owner. In the event the Trust is required to file any tax returns, reports or other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business as set forth in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedSection 2.03.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after until the Closing DateCertificates are held by a Person other than the Depositor (or, (a) so long to the extent a Class of Notes is recharacterized to be treated as the Trust has only one Certificateholderequity for U.S. federal tax purposes), the Trust shall be disregarded as a an entity separate entity from the Depositor and (b) at the Notes will be characterized as debt. At such time as that the Trust has Certificates are held by more than one CertificateholderPerson, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust will shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the CertificateholdersCertificateholders and any Notes recharacterized as trust equity for U.S. federal tax purposes, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless the certificates are held by more than one person or it is otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent that are inconsistent with the foregoing characterization of the Trust for such tax purposesas an entity that is not separate from its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has filed the Certificate of Trust, a qualification to do business in Trust with the State Secretary of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedState.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2016-1 Exchange Note and other assets held by the Securitization Trust, the partners of 2016-1 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2016-3(a)1 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2016-2 Exchange Note and other assets held by the Securitization Trust, the partners of 2016-2 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2016-3(a)2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2015-1 Exchange Note and other assets held by the Securitization Trust, the partners of 2015-1 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2015-3(a)1 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2017-2 Exchange Note and other assets held by the Securitization Trust, the partners of 2017-2 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2017-3(a)2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the each Series Owner Trust Estate in trust upon and subject to the conditions set forth herein and the related Supplement for the use and benefit of the Certificateholdersrelated Owners, subject to the obligations of the Trust under the related Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory business trust under the Statutory Business Trust Act Statute and that this Agreement constitute the governing instrument of such statutory business trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on with respect to each Series and after the Closing Date, related Subdivision (ai) so long as the Trust has only one Certificateholderthere is a sole Owner with respect to such Subdivision, the Trust such Subdivision shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnershipsecurity arrangement, with the assets of such Subdivision being the Receivables and other assets held in such Subdivision, the owner of such Receivables being the sole Owner and the Notes of such Series being non-recourse debt of such sole Owner and (ii) if there is more than one Owner, such Subdivision shall be treated as a partnership for income and franchise tax purposes, with the assets of the partnership being the related Receivables and other assets held by the TrustTrust in such Subdivision, the partners of the partnership being such Owners (including the CertificateholdersCompany as assignee of the Depositor pursuant to the Purchase Agreement for such Series, in its capacity as recipient of distributions from the Reserve Account for such Series) and the such Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust and its Subdivisions as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Business Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, statements or the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, Trust is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderResidual Interest, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has heretofore filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratified.the intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. 3 Second Amended and Restated

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderCertificates, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement may be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has heretofore filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2015-3 Exchange Note and other assets held by the Securitization Trust, the partners of 2015-3 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2015-3(a)3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federalpurposes of U.S. federal and state income tax, state franchise tax, and local income and franchise any other tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholdermeasured in whole or in part by income, the Trust shall be disregarded treated as a separate entity and (b) at such time as division or branch of the Person holding the beneficial interests in the Trust has more than one Certificateholder, for any period during which the beneficial interests in the Trust will are held by one Person, and that it shall be treated as a partnershippartnership for any period during which the beneficial interests in the Trust are held by more than one Person, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the such partnership. The Depositor For any such period during which the beneficial interests in the Trust are held by more than one person (and all such persons are not treated as the same person for such tax purposes), each Certificateholder, by acceptance of a Certificate or any future Certificateholder by the purchase of the Trust Certificate will be deemed beneficial interest on a Certificate, agrees to have agreed) treat, and the Owner Trustee agree to take no action inconsistent with the treatment of, the Certificates as partnership interests in the Trust for such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)purposes. The parties agree thatthat for any such period, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing such characterization of the Trust for such tax purposes. Effective as of the date hereof, the Owner TrusteeTrustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust prior pursuant to the date hereof Statutory Trust Act, and the Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2018-2 Exchange Note and other assets held by the Securitization Trust, the partners of 2018-2 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2018-3(a)2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Owner Trust under the Basic Documents. It is the intention of the parties hereto that the Owner Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The It is the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes, the Owner Trust is not intended shall be treated as a domestic eligible entity with a single owner electing to be disregarded as a business trust within separate entity. It is the meaning of Section 101(9)(A)(v) intention of the Bankruptcy Codeparties hereto that, an election to be treated as a REMIC (“REMIC”) for federal income tax purposes be made with respect to the Loans in Loan Group 2 together with the proceeds of the Loans in Loan Group 2 and the proceeds on deposit in the Custodial Account and the Payment Account. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as that a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will second election to be treated as a partnershipREMIC be made with respect to the REMIC I Regular Interests (“REMIC II”). Notwithstanding the foregoing, with Additional Balances comprising the assets Additional Balance Advance Amount shall not be an asset of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase REMIC I or REMIC II but shall be an asset of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatmentFund. The Trust shall not elect Issuer will provide for the administration of REMIC I and REMIC II pursuant to be treated as an association under Treasury Regulations Article XI of the Indenture. Pursuant to Section 301.7701-3(a)11.01(d) of the Indenture, the REMIC Administrator will prepare, sign and file certain tax returns on behalf of the REMICs. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Owner Trust will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the foregoing characterization of the Trust for such tax purposesforms. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Owner Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as there is a single beneficial owner of the Trust has only one CertificateholderResidual Interest, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at from such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, beneficial owner and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee has heretofore filed the Certificate of Trust, a qualification to do business in Trust and the Certificate of Amendment with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filings being hereby ratified and approved in all respects. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, federal income and state and local income and franchise tax purposes, on until the Certificates are beneficially owned by more 2 (Nissan 2015-C Amended & Restated Trust Agreement) than one Person (and after the Closing Date, (a) so long all such owners are not treated as the same Person for federal income tax purposes), the Trust has only will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Certificates) and the Notes will be characterized as debt. At such time that the Certificates are beneficially owned by more than one CertificateholderPerson (and all such owners are not treated as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Certificates are beneficially owned by more than one Person (and all such owners are not treated as the Trustsame Person for federal income tax purposes), as applicable, the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf At the direction of the Trust prior Depositor, the Owner Trustee caused to the date hereof with respect to the filing of financing statements, be filed the Certificate of TrustTrust pursuant to the Statutory Trust Act, a qualification and the Owner Trustee shall file or cause to do business in be filed such amendments thereto as shall be necessary or appropriate to satisfy the State purposes of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Agreement and as shall be consistent with the provisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2019-1 Exchange Note and other assets held by the Securitization Trust, the partners of 2019-1 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2019-3(a)1 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Eligible Lender Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the other Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory business trust under the Statutory Trust Act Delaware law and that this Agreement constitute the governing instrument of such statutory trust. The If for any reason it is determined that the Trust is does not intended to be qualify as a business trust within under Delaware law, it shall be a trust, nonetheless, under the meaning common law of Section 101(9)(A)(v) of the Bankruptcy CodeDelaware. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income income, franchise and franchise similar tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Financed Student Loans and other assets held by the Trust, the partners of the partnership being the Certificateholders, Depositor and the Certificateholders and the Notes being non-recourse nonrecourse debt of the partnership. The Depositor partnership (and any future Certificateholder or, alternatively, that the Trust shall be disregarded as an entity separate from the Depositor, with the assets held by the purchase Trust being treated as assets of the Trust Certificate will be deemed to have agreed) Depositor and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be Notes and the Certificates being treated as an association under Treasury Regulations Section 301.7701-3(anonrecourse debt of the Depositor). The parties agree that, unless otherwise required by appropriate federal, state or local tax authoritiesauthorities or unless the Trust is disregarded as an entity separate from the Depositor for income and franchise tax purposes, they shall treat the sole Certificateholder or Trust as a partnership for income and franchise tax purposes, and the Trust, as applicable, Administrator will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as a partnership for such tax purposes. Effective as of the date hereofFurthermore, the Owner TrusteeDepositor will not make, shall have all rightsor cause to be made, powers and duties set forth herein and, an election under the provisions of Treasury Regulation Section 301.7701-3 to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of classify the Trust prior as an association and shall take, or cause to be taken, necessary and appropriate actions consistent with carrying out the date hereof with respect to the filing intent of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedthis Section 2.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to Section 8.16 of the 2011-A Servicing Supplement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the Trust Issuing Entity under the Basic Documents. It is the intention of the parties hereto that the Trust constitute Issuing Entity constitutes a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute constitutes the governing instrument of such statutory trust. The Trust Consistent with Section 11.01, it is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust Issuing Entity shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase division or branch of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust for such tax purposesCertificateholder. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, and under Delaware law for the purpose and to the extent not inconsistent herewithnecessary to accomplish the purpose of the Issuing Entity as set forth in Sections 2.03(a) and 2.03(b). At the direction of the Depositor, in the Owner Trustee caused to be filed the Certificate of Trust pursuant to the Statutory Trust Act with respect Statute, and the Owner Trustee shall file or cause to accomplishing be filed such amendments thereto as shall be necessary or appropriate to satisfy the purposes of this Agreement and as shall be consistent with the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2019-2 Exchange Note and other assets held by the Securitization Trust, the partners of 2019-2 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2019-3(a)2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2015-2 Exchange Note and other assets held by the Securitization Trust, the partners of 2015-2 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2015-3(a)2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as until the Trust has only Certificates are held by more than one CertificateholderPerson, the Trust will be a grantor trust or disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) and the Notes will be characterized as debt. At such time that the Trust Certificates are held by more than one Person, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnershippartnership or a grantor trust, with the assets of the partnership or grantor trust being the Receivables and other assets held by the Trust, the partners of the partnership partnership, or the grantors of the grantor trust, as applicable, being the Certificateholders, and the Notes being non-recourse debt of the partnershippartnership or the grantor trust. The Depositor (and any future Certificateholder the Certificateholders by the purchase acceptance of the a Trust Certificate will be deemed agree to have agreed) such treatment and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by appropriate tax authorities, until the sole Certificateholder or Trust Certificates are held by more than one Person the Trust, as applicable, Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the foregoing characterization of the Trust for such tax purposesas a grantor trust or as a disregarded entity of its owner. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Basic Program Documents. It is the intention of the parties hereto that the Securitization Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one CertificateholderCertificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity and (b) at such time as from the Trust has more than one Certificateholder, the Trust will be treated as a partnership, with the assets of the partnership Securitization Trust being the Receivables 2018-1 Exchange Note and other assets held by the Securitization Trust, the partners of 2018-1 Exchange Note and other assets held by the partnership Securitization Trust being owned by the Certificateholderssole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the partnership. The Depositor sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and any future Certificateholder by (b) if there is more than one Trust Certificateholder, the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Securitization Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701a partnership for income and franchise tax purposes, with the assets of the partnership being the 2018-3(a)1 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Securitization Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Securitization Trust as provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers authority and duties authorization set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Securitization Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner such Trust Estate estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Residual Interest Holders and the Certificateholders, subject to the obligations of the Trust under the Basic DocumentsDocuments and the other related documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Delaware law and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, that solely for Federalfederal, state State and local income income, single business and franchise tax purposes, on and after the Closing Date, purposes (ai) so long as the Trust has only one there is a sole Residual Interest Holder and no Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Trust will be treated as a partnershipentity, with the assets of the partnership Trust being treated as the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholderssuch sole Residual Interest Holder, and the Notes being non-recourse debt of the sole Residual Interest Holder, and (ii) if there is more than one Residual Interest Holder, or one or more Residual Interest Holders and one or more Certificateholders, the Trust shall be treated as a partnership. The Depositor (, and any future Certificateholder by not as an association or publicly traded partnership taxable as a corporation, with the purchase assets of the partnership being the Trust Certificate will be deemed to have agreed) estate, the partners of the partnership being the Residual Interest Holders and the Owner Trustee agree to take no action inconsistent with such tax treatmentCertificateholders and the Notes being non-recourse debt of the partnership. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)) for federal income tax purposes. The parties agree that, that unless otherwise required by appropriate tax authorities, the sole Certificateholder Transferor (or successor Residual Interest Holder pursuant to Section 9.09 below) or the Trust, as applicable, Administrator or the Owner Trustee on behalf of the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust as provided in the second preceding sentence for such tax purposes. Effective as of the date hereof, the The Owner Trustee, shall have all rightsthe initial Residual Interest Holder, powers each successor the Residual Interest Holder, the initial Certificateholders and duties set forth herein and, each successor Certificateholder (as a condition to acquiring its Residual Interest or Certificate) agree to disregard the extent not inconsistent herewith, in Trust as a separate entity (if there is only one Residual Interest Holder) or to treat it as a partnership (if there are two or more Residual Interest Holders or one or more Residual Interest Holders and one or more Certificateholders) and to treat the Statutory Trust Act with respect to accomplishing the Notes as indebtedness for purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statementsfederal, the Certificate of TrustState, a qualification to do and local income, single business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedfranchise taxes.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Basic Transaction Documents. It is the intention of the parties hereto that the Trust Issuer constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall Issuer will be disregarded as a an entity separate entity and (b) at such time as from the Trust has more than one CertificateholderSeller, the Trust Seller will be treated disregarded as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, an entity separate from VCI and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated characterized as an association under Treasury Regulations Section 301.7701-3(a)debt. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for such federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee, Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, and in the Statutory Trust Act Statute with respect to accomplishing the purposes of the TrustIssuer. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, The Owner Trustee filed the Certificate of Trust, a qualification to do business in Trust with the Secretary of State of the State of Alabama Delaware as required by Section 3810(a) of the Statutory Trust Statute. Notwithstanding anything herein or any other similar qualification or license in any other state or jurisdictionthe Statutory Trust Statute to the contrary, if applicable, it is hereby ratifiedthe intention of the parties hereto that the Issuer constitute a "business trust" within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code.

Declaration of Trust. The Owner Grantor Trust Trustee hereby declares that it will hold the Owner Grantor Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Grantor Trust Certificateholders, subject to the obligations of the Grantor Trust under the Basic Transaction Documents. It is the intention of the parties hereto that the Grantor Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, United States federal income or state and local income income, franchise and franchise value added tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be disregarded as a separate entity and (b) at such time as the Trust has more than one Certificateholder, the Grantor Trust will be treated classified as a partnershipgrantor trust under subtitle A, with the assets chapter 1, subchapter J, part I, subpart E of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders, and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)Code. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Grantor Trust will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the foregoing characterization of the Grantor Trust as an entity other than a grantor trust. The parties further agree, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Grantor Trust shall be to protect and conserve the assets of the Grantor Trust, and the Grantor Trust shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Grantor Trust and Grantor Trust Trustee (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Grantor Trust as a grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Grantor Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Grantor Trust Certificateholders within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Grantor Trust to take advantage of variations in the market to improve the investment of any Grantor Trust Certificateholder. The provisions of this Agreement shall be interpreted consistently with and to further this intention of the parties. No election will be made by or on behalf of the Grantor Trust to be classified as an association taxable as a corporation for United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee, Grantor Trust Trustee shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act Statute with respect to accomplishing the purposes of the Grantor Trust. Any action taken on behalf It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Grantor Trust prior shall be managed by the Administrator pursuant to the date hereof Administration Agreement. The Grantor Trust Trustee has heretofore filed the Grantor Trust Certificate of Trust with respect the Secretary of State as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, to execute, deliver and file any other certificate required under the Statutory Trust Statute to be filed with the Secretary of State. Notwithstanding anything herein or in the Statutory Trust Statute to the filing contrary, it is the intention of financing statements, the Certificate parties hereto that (i) the Grantor Trust constitute a “business trust” within the meaning of Trust, Section 101(9)(A)(v) of the Bankruptcy Code and (ii) the Grantor Trust be and remain a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedseparate legal entity under Delaware law.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a statutory trust under the Statutory Trust Act Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust within the meaning of Section 101(9)(A)(v) Effective as of the Bankruptcy Codedate hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. It is also the intention of the parties hereto that, solely for Federalfederal, state and local income and franchise tax purposes, on the Trust shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Home Equity Loans being treated as assets of the single person or entity, and after the Closing DateNotes being debt of the entity and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that solely for federal, (a) state and local income and franchise tax purposes, for so long as 100% of the Trust has only one CertificateholderClass SB Certificates are held by a single person or entity, the Trust shall be disregarded treated as a separate entity and (b) at such time as disregarded entity, with the Trust has Estate being treated as assets of the single person or entity, and the Notes being treated as debt of the entity, and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one Certificateholderperson owns the Class SB Certificates, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust will shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the TrustTrust Estate, the partners of the partnership being the Certificateholders, Holders of the Certificates and the Notes being non-recourse debt of the partnership. The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) partnership and the Owner Trustee agree provisions of this Trust Agreement shall be interpreted to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a)further this intention. The parties agree that, unless otherwise required by appropriate tax authorities, the sole Certificateholder or the Trust, as applicable, Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the foregoing characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a partnership for such tax purposes. Effective purposes and as provided by such holders of the date hereof, the Owner Trustee, shall have all rights, powers and duties set forth herein and, to the extent not inconsistent herewith, in the Statutory Trust Act with respect to accomplishing the purposes of the Trust. Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust, a qualification to do business in the State of Alabama or any other similar qualification or license in any other state or jurisdiction, if applicable, is hereby ratifiedCertificates.