Common use of Purpose and Powers Clause in Contracts

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (a) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in is, and the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the one or more Classes of Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Trust Certificates pursuant to this AgreementAgreement and to sell, transfer and exchange such Notes and such Trust Certificates; (b) with the proceeds of the sale of the Notes, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer and Servicing AgreementNet Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders pursuant to the terms of this the Sale and Servicing Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Operative Agreements (including the Yield Maintenance Agreements) and any Servicing Agreements to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Noteholders Certificateholders and distributions the Noteholders. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. (a) The purpose Trust and each Series shall not engage in any activities except those listed in this Section 2.3. Each of the Trust is and each Series will act as a passive investor of the Trust Property for the principal purpose of holding, segregating and maintaining custody of the Trust Property to engage obtain and facilitate the financing, holding and/or disposition of such Trust Property through one or more financing arrangements or secondary market transactions pursuant to the Transaction Documents. As a passive investor, the primary objectives of the Trust and each Series will be to acquire, own, hold, finance, sell, liquidate and dispose of the Trust Property and to retain other Persons to actively manage, service, operate and/or administer the Trust Property on behalf of the Trust generally, or any Series, as applicable, including without limitation the Administrator hereunder and the Servicer under the Servicing Agreement. Each of the Trust and each Series as a passive investor does not expect or anticipate that it will have, and subject to the terms of this Agreement will seek to operate in a manner to exclude it from having, any contact or communication with any obligor or issuer of the Trust Property or any contact with any tangible real or personal property that secures or constitutes such Trust Property, except through the Servicer or as otherwise required by applicable law. In addition, each of the Trust and each Series will not have any employees and will limit its activities to avoid incurring any liabilities, indebtedness or obligations other than liabilities, indebtedness and obligations related to the Transaction Documents. (b) Subject to the limitations set forth in this Section 2.03. The herein, the purposes for which the Trust generally and each Series are created and established are, and each of the Trust and each Series shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in and the name and Administrator or the Trustee each acting singly on behalf of the TrustTrust generally, or any Series, as applicable, shall have the power and authority, and is hereby authorized and empowered, all without the need for further action on the part of any Person: (i) to do or cause to be done all acts and things necessary, appropriate or convenient to cause establish the Trust to engage in the activities set forth in this Section 2.03 as follows: and (a) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Section 2.6) each Series and to issue the Supplemental Beneficial Interests; (ii) to acquire, if anypurchase, pursuant sell, transfer, convey, dispose of, contribute, hold, own, service, manage, administer and transfer title to this Agreement; any interest in, the Trust Property; (biii) with the proceeds of the sale of the Notesto hold membership interests (or other equity interests) in subsidiaries, to acquire the Trust Estate be and act as a member, partner or stockholder of any subsidiary and to pay Transferor exercise the amounts owed pursuant to Section 2.01 of the Transfer rights and Servicing Agreement; privileges and perform obligations related thereto; (civ) to assignexercise, grantenforce, pledge pursue, realize and mortgage the Collateral pursuant to the Indenture protect any rights, interests, benefits and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released remedies arising from the lien of, and remitted or relating to the Trust pursuant toProperty, and to collect, distribute and disburse the Indenture; Trust Property for the benefit of the Beneficial Owners; (dv) to enter into, execute, execute and deliver and perform each of the Transaction Documents and perform its respective obligations thereunder; (vi) to which it is acquire, collect, hold, invest (pending distribution), distribute and disburse to be a party; the Persons entitled thereto the proceeds from the Trust Property, including without limitation the remittance of proceeds to and from each Series Distribution Account; and (evii) to engage in those and perform such related, ancillary or incidental activities, including entering into agreements, that are necessary, suitable reasonably appropriate or convenient necessary to accomplish the foregoing or are reasonably incidental thereto or connected therewith; and. (fc) subject The Trust and each Series shall not have power or authority to compliance with the Transaction Documents, to perform any act or engage in such other activities any business whatsoever, except as may be required specified in connection this Section 2.3 and any activity reasonably incidental thereto or appropriate therefor. Neither the Trustee nor the Administrator shall reinvest the proceeds from the Trust Property except (i) for temporary investments pending distributions in accordance with conservation Sections 4.9 and 9.3 or (ii) as directed by the Beneficial Owner. Effective as of the formation date of this Trust, each of the Trustee and the Administrator shall have all rights, powers and authority set forth herein and in the Statutory Trust Act for the sole purpose and to the extent necessary or desirable to accomplish the purposes of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have powergenerally, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardSeries, as applicable, as set forth in this Section 2.3.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Ownership Certificate pursuant to this AgreementAgreement and to sell, transfer and exchange such Notes and Ownership Certificate; (b) with the proceeds of the sale of the NotesNotes and the Ownership Certificate, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer Net Proceeds to the Depositor in consideration of the transfer to the Trust of the Mortgage Loans and Servicing Agreementrelated assets that constitute, in part, the Trust Fund; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Fund pursuant to the Indenture Trustee and to hold, manage and distribute to the Holder of the Transferor Interest Ownership Certificateholder pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral Trust Fund released from the lien of, and remitted to the Trust Trust, pursuant to, to the IndentureIndenture and the Transfer and Servicing Agreement; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Cap Agreement and the Operative Agreements to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate Fund and the making of distributions and payments to the Noteholders and distributions Ownership Certificateholder. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. (a) The purpose of the Trust is Issuer is, and the Issuer has the power and authority, to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture (and the Transferor Interest related Indenture Supplement) and to issue the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and to sell the Notes and the Certificates upon the written order of the Transferor; (bii) with to pay for, or reimburse the proceeds Transferor for, any organizational, start-up and transactional expenses of the sale of the NotesIssuer, to acquire the Receivables (and other Trust Estate and to pay Transferor the amounts owed Assets) pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral Trust Assets pursuant to the Indenture and to hold, manage and distribute to the Holder of Certificateholders or the Transferor Interest Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral Trust Assets released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be are required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders Certificateholders. (b) The Issuer may, from time to time, if so directed by the Transferor, as provided in Section 5.08 of the Transfer and Servicing Agreement, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Swap Agreement, the Rating Agency Condition shall be satisfied, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Transferor Interestnotifies the Administrator with respect to the Issuer's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement. The Trust Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not have power, authority or authorization to, be deposited in the Collection Account and shall not, be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Payment Date. (c) The Issuer may not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose purposes for which the Trust is created and established are (i) to acquire, hold and manage the Trust Property, including instituting foreclosure actions, acquiring title to real estate securing Accounts and reselling such property, and in connection with the management of the Trust is Estate, to engage in delegate to the activities set forth in this Section 2.03Servicer the authority to act on behalf of the Issuer as contemplated by the Servicing Agreement, (ii) to issue and sell the Notes, (iii) to administer the Trust (including without limitation administering and distributing the Trust Property and consenting to the transfer of the Certificates) and (iv) to enter into and perform under the Note Agreements and transactions contemplated thereby, all for the benefit of the Owners. The Trust shall not have power to perform any act or engage in any business whatsoever except for the foregoing and authority any activity that is both necessary to the foregoing and is hereby authorized and empowered, without within the need for further action on the part contemplation of the Trust, Indenture and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf Note Agreements. The operations of the Trust, to do or cause to Trust will be done all acts and things necessary, appropriate or convenient to cause conducted in accordance with the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing standards: (a) to execute, deliver and issue The Trust will act solely in its own name through the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to Owner Trustee or any co-trustee or through other agents selected in accordance with this Agreement; (b) with The Trust shall not incur any Indebtedness other than the proceeds of Notes and Indebtedness arising under the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Note Agreement; (c) to assign, grant, pledge The Trust's funds and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder assets shall at all times be maintained separately from those of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant toDepositor, the IndentureOwners or any of their affiliates; (d) to enter intoThe Trust shall maintain complete and correct books and records of account and shall prepare financial statements separately stating the Trust's income, executeassets and liabilities which in each case shall be separate from those of the Owner Trustee, deliver and perform the Transaction Documents to which it is to be a partyDepositor, the Owners or any of their affiliates; (e) The Trust shall conduct its business through the office of the Owner Trustee and will use stationery and other business forms (which may be stationery and forms of the Owner Trustee) under its own name and not that of the Depositor, any Owner or any of their affiliates; (f) Except as contemplated by Section 2.01 of the Servicing Agreement, new Accounts originated in connection with the resale of repossessed property shall be originated in the Trust's name; (g) The Trust's operating expenses shall be paid out of its own funds; (h) The Trust shall file all reports required to engage in those activitiesbe filed by it under the Securities Exchange Act of 1934, including entering into agreements, that are necessary, suitable as amended; (i) The Trust shall not hold itself out as liable for the debts of the Depositor or convenient to accomplish the foregoing any Owner or are incidental thereto or connected therewiththeir respective affiliates; and (fj) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection transaction with the foregoing Depositor or other than as required any Owner or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument of their respective affiliates unless such derivative financial instrument complies transaction is on terms not more nor less favorable than the terms and conditions available at the time to the Trust for comparable transactions with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardother persons.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: following activities: (a) to execute, deliver and issue perform the Notes pursuant Divestment and Common Stock Sale Agreement, the SPA, the Custody Agreement, and the other Basic Documents to which the IndentureTrust (or the Trustee, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds on behalf of the sale of the Notes, Trust) is a party; () to acquire the Trust Estate Securities () to purchase, acquire, own, sell, hold, endorse, finance, invest in, transfer, convey, assign, grant, mortgage, pledge, exchange, advance and to pay Transferor the amounts owed collect funds pursuant to Section 2.01 and otherwise deal with and exercise or acquire all rights, powers, privileges and all other incidents of ownership or possession with respect to the Transfer Securities, Eligible Investments and Servicing Agreement; other Trust Assets to the extent permitted by this Agreement or the other Basic Documents; (c) to assign, grant, pledge transfer and mortgage convey the Collateral Trust Assets (including the Eligible Investments purchased by the Trust) pursuant to this Agreement and the Indenture SPA and to hold, manage and distribute to the Holder of Holders and the Transferor Interest SPA Purchasers, pursuant to the terms of this Agreement and the Transaction Documents SPA, any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; Assets; (d) to enter intoauthorize, execute, authenticate, issue, sell and deliver the Certificates; (f) to open, maintain and close bank, money market and other accounts, including the power to draw checks or other orders for the payment of moneys, and to invest such funds temporarily; (g) to open, maintain and close accounts with brokers, and to pay the fees and charges applicable to transactions related thereto; (h) to bring or defend actions and Proceedings at law or in equity or before any Governmental Authority related to the activities of the Trust; (i) to participate, to the extent permitted by Law and otherwise by this Agreement, in the corporate governance of Persons whose obligations or securities or interests therein have been acquired by the Trust; (j) to employ such Persons (including accountants, attorneys, investment advisors, trust administrators or managers and appraisers) or appoint an advisory board or otherwise retain outside consultants as the Trust deems advisable for the conduct of its business, on such terms and for such reasonable compensation as the Trustee may determine; (k) to perform the obligations of the Trust under this Agreement and to enter into and perform its obligations under the Transaction other Basic Documents to which it is to be a party; ; (el) to register and operate itself as a savings and loan holding company under the Home Owners' Loan Act, as amended, (m) to engage in those activities, including entering into agreements, agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fn) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not Holders; (o) to incur, have poweroutstanding or guarantee obligations as provided under this Agreement; and (p) to enter into, authority or authorization tomake and perform all contracts, and shall not, to engage in any activity other than in connection with and to exercise any powers permitted to Delaware business trusts under any Laws of the State of Delaware which are incidental to, or connected with, the foregoing an which are necessary, suitable or other than as required or authorized by convenient to accomplish the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardforegoing.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes from time to time pursuant to the IndentureIndenture and to execute, to deliver, authenticate, and issue the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and, in connection with such execution, delivery or issuance of such Notes and Certificates, to purchase or enter into any futures, forwards, swaps, option contracts, interest rate caps or other financial instruments with similar characteristics, which financial instruments cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Assets from the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant a security interest in, grant, transfer, pledge and mortgage the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders Transferor, which activities shall not be contrary to the status of the Transferor InterestTrust as a qualified special purpose entity. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; (b) with the proceeds , and to sell $150,000,000 aggregate principal amount of the sale Class A-1 Notes, $75,000,000 aggregate principal amount of Class A-2a Notes, $126,000,000 aggregate principal amount of the Class A-2b Notes, $134,050,000 aggregate principal amount of Class A-3a Notes, $155,000,000 aggregate principal amount of the Class A-3b Notes and $19,798,000 aggregate principal amount of Class B Notes to acquire or upon the Trust Estate and to pay Transferor written order of the amounts owed Depositor pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement and issue the Certificates to or upon the written order of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement; (cii) with the proceeds from capital contributions from the Depositor to pay the organizational, start-up and transactional expenses of the Trust and to fund the Reserve Account; (iii) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (vi) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuing Entity and one or more Swap Counterparties, including any confirmations, evidencing the transactions thereunder (including the Interest Rate Swap Agreement); and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Swap Counterparty, the Transferor InterestCertificateholders and the Noteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage exclusively in the activities set forth in this Section 2.032.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Indenture and to issue sell the Supplemental Interests, if any, pursuant to this AgreementNotes in one or more transactions; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor fund the amounts owed pursuant to Section 2.01 of Prefunding Account, the Transfer Capitalized Interest Account, the Reserve Account and Servicing Agreementthe Servicer Transition Account; (ciii) with the proceeds of the sale of the Notes, to pay the organizational, startup and transactional expenses of the Trust; (iv) to hold, manage and enforce the Trust Estate, including the enforcement of its rights under the Sale Agreement, the Seller Undertaking Agreement, the Servicer Undertaking Agreement, the Custodial Agreement and the Indenture; (v) to assign, grant, pledge and mortgage the Collateral Trust Estate to the Indenture Trustee pursuant to the Indenture and Indenture; (vi) to hold, manage and distribute funds to the Holder of Owner at the Transferor Interest times and in the amounts that funds are released to the Owner Trustee for such purpose pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dvii) to distribute to the Owner that portion of the Trust Estate released from the Lien of the Indenture simultaneously with the release of such property in accordance with the terms of the Indenture; (viii) to enter into, execute, deliver perform its obligations under and perform any other activities contemplated by the Transaction Documents to which it is to be a party; (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fx) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOwner.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue (and in the case of the Certificates, authenticate) the Notes pursuant to the Indenture, to issue the Transferor Interest Indenture and to issue the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and, in connection with the execution, delivery or issuance of such Notes and Certificates, to purchase any futures, forwards, swaps, option contracts, surety bonds, financial guaranty insurance policies, interest rate caps or other financial instruments with similar characteristics, which financial instruments cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate Series 2004-1 Certificate, and to pay Transferor the amounts owed pursuant to Section 2.01 other certificates of beneficial interest, of the Transfer and Servicing AgreementMaster Trust; (ciii) to assign, grant, transfer, pledge and mortgage the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien of, of and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) from time to time receive payments and proceeds with respect to the Series 2004-1 Certificate, and the other certificates of beneficial interest in the Master Trust and the Indenture and either invest or distribute those payments and proceeds; (vi) to acquire Receivables and other assets conveyed to it by the Transferor and the collections and proceeds thereof; (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fviii) subject to compliance with the Transaction Documents, to engage in such other activities as may be required or convenient in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders Transferor and the Owner, which activities shall not be contrary to the status of the Transferor InterestTrust as a qualified special purpose entity under existing accounting literature. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The If the Partnership obtains an SBIC license ------------------ from the SBA, during the term of such license, the Partnership's sole purpose shall be to perform functions and to conduct activities that are contemplated by the SBIC Act for an SBIC. In furtherance of its purposes, the Trust is to engage in the activities set forth in this Section 2.03. The Trust Partnership shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things powers necessary, appropriate suitable or convenient to cause for their accomplishment, alone or with others, as principal or agent, including the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing: (a) to executebuy, deliver sell and issue the Notes pursuant to the Indentureinvest in Securities, to issue the Transferor Interest regardless of whether such Securities are readily marketable, and to issue reinvest the Supplemental Interests, if any, pursuant to this Agreementproceeds of any Securities in other Securities; (b) to hold, receive, mortgage, pledge, lease, transfer, exchange, otherwise dispose of, grant options with respect to and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to all property owned or held by the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing AgreementPartnership; (c) to assignborrow, grantraise money, issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to guarantee the obligations of others or incur lease obligations from time to time, to secure the payment of the principal of any such indebtedness and the interest thereon or any other such obligation by mortgage, pledge, conveyance or assignment in trust of the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, and to buy, sell, pledge and mortgage the Collateral pursuant or otherwise dispose of any such instrument or evidence of indebtedness (subject to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenturelimitations set forth below); (d) in such reasonable degree and manner as the General Partner may deem appropriate, to enter intohave and maintain one or more offices within or without the States of Nevada or California, executeto rent or acquire office space, deliver to engage personnel and perform compensate them and to do such other acts as the Transaction Documents to which it is to be a partyGeneral Partner may deem appropriate in connection with the maintenance of such office or offices; (e) to open, maintain and close accounts with brokers; (f) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (g) to engage accountants, custodians, Investment Advisers/Managers, attorneys, consultants and any and all other agents and assistants, both professional and nonprofessional, and to compensate them in those activitiessuch reasonable degree and manner as may be necessary or advisable; (h) to form or cause to be formed and to own the stock of one or more corporations, including entering into agreementswhether foreign or domestic, and to form or cause to be formed and to participate, but only as a limited partner or participant with limited liability, in partnerships and joint ventures, whether foreign or domestic; (i) to enter into, make and perform all contracts, agreements and other undertakings as the General Partner may deem appropriate to carry out the purposes hereof; (j) to sue, prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment with respect to claims against the Partnership and to execute all documents and make all representations, admissions and waivers in connection therewith; (k) to take any actions that are necessary, suitable or convenient the General Partner may deem appropriate in order to accomplish obtain the foregoing or are incidental thereto or connected therewithapproval of the SBA therefor; and (fl) subject to compliance with the Transaction Documents, to engage in such any other activities as lawful act or activity for which limited partnerships may be required organized under the Delaware Act and which conform with SBIC Regulations. If the Partnership fails to obtain an SBIC license from the SBA, the Partnership shall have all powers set forth in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, subparagraphs (a) through (j) above and shall not, also have the power to engage in any other lawful act or activity other than in connection with for which limited partnerships may be organized under the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardDelaware Act.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.032.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Exchangeable Transferor Interest Certificate and to issue the Supplemental Interests, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the he Trust Estate and, subject to the provisions of this Section 2.3, any futures, forwards, swaps, interest rate caps or other passive derivate financial instruments with similar characteristics, and to pay to Transferor the amounts owed pursuant to Section 2.01 2.1 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Exchangeable Transferor Interest Certificate pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Holder of the Exchangeable Transferor InterestCertificate. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The sole purpose of the Trust is to engage in the activities set forth in this Section 2.03Section. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Transferor; (bii) with the net proceeds of the sale of the Notes, to acquire the Trust Estate Assets and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreementtransactional expenses; (ciii) to assignpay interest on and principal of the Notes and the Certificates and any excess collections to the Transferor, grantas holder of the Transferor Certificate pursuant to the Series 2002-1 Indenture Supplement; (iv) to assxxx, pledge xxxxx, xxxxge and mortgage the Collateral pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Holder of Transferor, the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and the Certificateholders and distributions to the Holders Transferor. Notwithstanding the grant of power and authority to the Owner Trustee set forth herein, the Transferor may, in its sole discretion, sign and file registration statements on behalf of the Transferor InterestTrust under the Securities Act, registering the offer and sale of Notes or Certificates issued by the Trust and periodic reports relating to such Notes or Certificates required to be filed under the Exchange Act, and the rules and regulations of the Commission thereunder. The Furthermore, the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03SECTION 2.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 SECTION 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 SECTION 2.1 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Holder of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of purposes for which the Trust is created and established are (i) to engage acquire, hold, manage and invest in Eligible the activities set forth in this Section 2.03. The Trust shall have power Property, including Permitted Investments, and authority to collect, distribute and is hereby authorized and empowered, without disburse the need Trust Property for further action on the part benefit of the Trust, Certificate Holder and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in subject to the name and on behalf rights of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: Finance Parties; (aii) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Certificate and the Notes, to enter into the Facility Agreement, the Total Return Swap Agreement, the Transfer and Auction Agreement, and the Reimbursement and Disclosure Agreement and any amendments, supplements or restatements thereto and to perform its obligations thereunder, to enter into the Facility Agreement and to perform its obligations thereunder and to issue the Supplemental Interests, if any, pursuant to this Agreement; Notes; (biii) with the proceeds of the sale issuance of the Notes, Notes to acquire purchase the Trust Estate and to pay Transferor the amounts owed Class B Interest from Bora Bora I pursuant to Section 2.01 of the Transfer and Servicing Agreement; Auction Agreement and to enter into the G‑Future Fiji I LLC Agreement and to perform its obligations thereunder; (ciii) with the proceeds of the issuance of the Notes and the Certificate to assign, grant, pledge make a capital contribution to G‑Future and mortgage to be issued the Collateral Class B Member Interest pursuant to the Indenture and G‑Future LLC Agreement; (iv) to hold, manage and distribute to the Holder persons(iv) to acquire, collect, hold, manage, distribute and disburse to the Persons entitled thereto the proceeds from Trust Property remitted to including the remittance of proceeds to and from the Collection Account; (v) to sell or otherwise dispose of the Transferor Interest pursuant to Trust Property including, without limitation, in accordance with Section 3.03 of the terms of this Fiji I LLC Agreement and the Transaction Documents any portion of the Collateral released from the lien of, in accordance with Section 6.03 hereof; and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreementsagreements other agreements and any amendments, supplements or restatements to such agreements or any of the foregoing agreements and issuing any other instruments, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and. (fb) subject to compliance with After the Transaction Documents, to engage in such other activities as may be required in connection with conservation issuance of the Trust Estate Notes and the making of payments to Certificate on the Noteholders Closing Date, the Trust will not issue additional securities or, and distributions to after the Holders acquisition of the Transferor Interest. Class B Interest on the Closing Date, the Trust will not purchase or otherwise acquire any additional securities, loans or other financial instruments, other than Eligible Permitted Investments. (c) The Trust shall not have power, authority power to perform any act or authorization to, and shall not, engage in any activity other than in connection with business whatsoever, except for the foregoing activities set forth in this Section 2.03 and any activity reasonably incidental thereto or other than appropriate therefor. Effective as required or authorized by of the Transaction Documents. The Trust date hereof, the Owner Trustee shall have no power all rights, powers and duties set forth herein and in the Business Trust Act for the sole purpose and to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements extent necessary to accomplish the purposes of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardTrust as set forth in this Section 2.03.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (a) The Company is organized for the object and purpose of engaging in any lawful transaction and in any lawful activity permitted to execute, deliver be conducted by a limited liability company under the Act and issue any other Applicable Law. The Company will have all powers permitted to be exercised by a limited liability company formed in the Notes pursuant Republic of the Xxxxxxxx Islands. Subject to the Indentureapproval of the Board, to issue the Transferor Interest Company may form, acquire and to issue hold membership interests, partnership interests, capital stock or other securities of other Entities. The Company will not engage in any trade or businesses other than the Supplemental Interests, if any, pursuant to this Agreement;Contemplated Investment Activities. (b) Concurrently with the proceeds execution of this Agreement, (i) the Initial Operating Company, TML and, solely for the limited purposes set forth therein, the Company are entering into a Management Agreement in substantially the form attached as Exhibit B (the “Strategic Services Agreement”), pursuant to which TML will provide to the Company Group financial and strategic advisory services, (ii) the Initial Operating Company, Carlyle and, solely for the limited purpose set forth therein, the Company are entering into the Carlyle Consulting Services Agreement in substantially the form attached as Exhibit C (the “Carlyle Consulting Services Agreement”), pursuant to which Carlyle will provide to the Company Group certain consulting and advisory services, (iii) the Initial Operating Company, SMSL and, solely for the purposes set forth therein, the Company are entering into a Technical and Commercial Management Agreement in the form attached as Exhibit D (the “Technical and Commercial Management Agreement”), pursuant to which SMSL will provide to the Company Group technical and commercial management services for container vessels owned by the Company Group, and (iv) the Company, GC Industrial and each of Xxxxx Xxxx, Xxxxxx Xxxxxx and SMSL are entering into a Non-Competition Agreement in substantially the forms attached as Exhibit E-1, Exhibit E-2 and Exhibit E-3, respectively (each a “Non-Competition Agreement”). The Company shall, except as determined by the Transaction Committee, cause each Company Group Member that is a direct or indirect Subsidiary of the sale of the NotesCompany to execute and deliver a counterpart signature page or joinder agreement, as applicable, to acquire the Trust Estate Strategic Services Agreement, the Carlyle Consulting Services Agreement and to pay Transferor the Technical and Commercial Management Agreement. For the avoidance of doubt, in no event will amounts owed paid by any Company Group Member pursuant to Section 2.01 any Services Agreement be deemed a distribution by the Company to any of the Transfer and Servicing Agreement;its Members. (c) to assignGC Industrial agrees that, grantduring the Investment Commitment Period, pledge the Company and mortgage its Subsidiaries shall constitute the Collateral pursuant to exclusive vehicle in which it will make direct or indirect investments in Vessels (excluding any investment in any Entity where, at the Indenture and to holdtime of such Investment, manage and distribute to the Holder Vessels constitute less than thirty percent (30%) of the Transferor Interest pursuant consolidated total assets of such Entity on the date of acquisition of such Entity, and there is no current intention by GC Industrial on such date to the terms separately dispose of this Agreement and the Transaction Documents any portion substantially all of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; non- Vessel assets of such Entity within twelve (d12) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation months of the Trust Estate and the making date of payments to the Noteholders and distributions to the Holders acquisition of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardEntity).

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Trust Beneficial Interests and to execute, authenticate, issue and deliver the Supplemental InterestsCertificates, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to pay the organizational, startup and transactional expenses of the Trust, to acquire the Trust Estate Assets and to pay the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage Grant the Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Holder holders of the Transferor Interest Trust Beneficial Interests pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, Beneficial Interests and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardCertificates.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes and the O/C Certificate from time to time pursuant to the Indenture, to issue the Transferor Interest Indenture and to issue and authenticate the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and, in connection with the execution, delivery or issuance of such Notes, O/C Invested Amount and Certificates, to enter into or purchase for the benefit of the third-party beneficial interest holders any futures, forwards, swaps, interest rate caps or other passive derivative financial instruments with similar characteristics, which financial instruments cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature and which do not involve the Owner Trustee in making decisions, other than as expressly set forth herein; (bii) to service, administer, collect, protect, invest and distribute the Trust Assets as provide in this Agreement and the other Transaction Documents; (iii) with the proceeds of the sale of the Notes, to accept, acquire and hold for the benefit of the Holders of the Notes and any other interests in the Trust Estate the Trust Assets from, and to pay to, the Transferor the amounts owed to, the Transferor pursuant to Section 2.01 of the Transfer and Servicing Agreement; (civ) to assign, grant, transfer, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into executing, delivering and performing agreements, certificates, instruments, reports, notices, filings and other documents described in this Agreement and the other Transaction Documents, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Documents, to engage in such other activities as may be are required or suitable in connection with conservation of the Trust Estate and the making of payments to the Noteholders and the O/C Holder and distributions to the Holders Transferor and the Owner, which activities shall not be contrary to the status of the Transferor InterestTrust as a qualified special purpose entity under existing accounting literature. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose purposes of the Trust is to engage in are, and the activities set forth in this Section 2.03. The Trust and each of the Securities Administrator and the Delaware and Trustee on behalf of the Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; Trust Agreement and to sell the Certificates to or at the direction of the Depositor, to transfer and exchange the Certificates and to pay distributions on the Certificates; (bii) with the proceeds of the sale of the NotesCertificates, to acquire purchase the Mortgage Loans from the Depositor, to make deposits to and withdrawals from the Collection Accounts and the Certificate Account and to pay any organizational, start-up and transactional expenses of the Issuing Entity; (iii) to engage the Master Servicer to monitor the servicing of the Mortgage Loans and the Custodian to hold the Mortgage Loan files in custody on behalf of the Issuing Entity; (iv) to enter into this Trust Agreement and to perform their respective obligations hereunder; (v) to acquire, hold, manage and dispose of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest related Certificateholders pursuant to the terms of this Agreement and the Transaction Documents Section 3.02 herein, any portion of such Trust Estate; (vi) to conduct the Collateral released from the lien of, and remitted to affairs of the Trust so that any Certificates representing REMIC regular interests are treated as regular interests in a REMIC for income tax purposes pursuant to, the Indenture; to this Trust Agreement; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and and (fviii) subject to compliance with the Transaction Documentsthis Trust Agreement, to engage in such other activities as may be required in connection with the conservation of the assets of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestCertificateholders. The Trust and the Securities Administrator and the Delaware Trustee on behalf of the Trust are hereby authorized to engage in the foregoing activities. The Trust and the Securities Administrator and the Delaware Trustee on behalf of the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documentsterms of this Trust Agreement. The Trust shall have no power not elect to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardbe treated as an association under Treasury Regulations Section 301.7701-3(a) for federal income tax purposes.

Purpose and Powers. The sole purpose of the Trust is to engage in the activities set forth in this Section 2.03Section. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Transferor; (bii) with the net proceeds of the sale of the Notes, to acquire the Trust Estate Assets and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreementtransactional expenses; (ciii) to pay interest on and principal of the Notes and the Certificates and to pay any excess collections to the Transferor, as holder of the Transferor Certificate, pursuant to the Series 2000-0 Xxxxxxxxx Supplement; (iv) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Holder of Transferor, the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and the Certificateholders and distributions to the Holders Transferor. Notwithstanding the grant of power and authority to the Owner Trustee set forth herein, the Transferor may, in its sole discretion, sign and file registration statements on behalf of the Transferor InterestTrust under the Securities Act, registering the offer and sale of Notes or Certificates issued by the Trust and periodic reports relating to such Notes or Certificates required to be filed under the Exchange Act, and the rules and regulations of the Commission thereunder. The Furthermore, the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Indenture and to execute, authenticate, issue and deliver the Supplemental InterestsCertificates, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to pay the organizational, startup and transactional expenses of the Trust, to acquire the Trust Estate Assets and to pay the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage Grant the Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Holder holders of the Transferor Interest Trust Beneficial Interests pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders holders of the Transferor InterestBeneficial Interest and the Transferor. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificate pursuant to this Agreement, and to sell $[__________] aggregate principal amount of the Notes to [initial note purchasers] upon the written order of the Transferor and to issue $1.00 aggregate principal amount of the Certificate to the Owner upon the written order of the Transferor; (bii) with the proceeds of the sale of the Notes, to acquire pay the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement, by directing [__________] as representative of the Transferor to wire transfer such proceeds in accordance with instructions received from the Transferor; (ciii) with the proceeds from the sale of the Notes, to fund the Reserve Account; (iv) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Owner pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is shall be limited to engage engaging in the following activities: (i) entering into, complying with its obligations under, consummating the transactions and engaging in the activities set forth contemplated by, (A) the Participation Agreement, (B) the Chaparral LLC Agreement (including exercising its right to act as Managing Member of Chaparral in accordance with the Chaparral LLC Agreement), (C) the Indenture, (D) the Security Agreement, (E) the Remarketing Agreement, (F) this Section 2.03. The Trust shall have power and authority and is hereby authorized and empoweredAgreement, without (G) the need for further action on the part Limestone Account Control Agreement dated as of March 27, 2000 among the Trust, and Owner Trustee shall have power and authorityUnited States Trust Company of New York, as indenture trustee, and is hereby authorized and empoweredWilmington Trust Company, in as securities intermediary, (H) the name and on behalf of Closing Agreement, (I) the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (a) to execute, deliver and issue the Notes pursuant to the New Indenture, to issue (J) the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Dealer Manager Agreement and the Transaction Documents (K) any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver and perform the other Transaction Documents to which it is to be a party; (eii) (A) entering into any document necessary or appropriate to engage commence and/or consummate the Exchange Offer and the transactions contemplated thereby (including, without limitation, the Closing Agreement and the Dealer Manager Agreement), (B) entering into any document necessary or appropriate to amend, supplement or modify any Transaction Document to which the Trust is a party or by which it is bound to the extent necessary or appropriate to commence and/or consummate the Exchange Offer and the transactions contemplated thereby and (C) undertaking any other action necessary or appropriate to enter into, proceed with, effect and/or consummate the Exchange Offer, in each case pursuant to the terms and conditions of the Offering Circular and Consent Solicitation Statement; (iii) owning all the outstanding shares of the Co-Issuer, which shares shall be registered in the name of the Trust and held by the Trustee on behalf of the Trust; (iv) issuing the El Paso Interest to El Paso; (v) issuing the Original Certificates pursuant to the First Amended and Restated Trust Agreement, selling the Original Certificates, issuing the Subsequent Certificates pursuant to the Second Amended and Restated Trust Agreement and selling the Subsequent Certificates; (vi) issuing, together with the Co-Issuer, (A) the Limestone Notes pursuant to the Indenture and selling the Limestone Notes and (B) the New Limestone Notes pursuant to the New Indenture in exchange for Limestone Notes; (vii) assigning, granting, transferring, pledging, mortgaging and conveying the Trust Estate to the Indenture Trustee for the benefit of the holders of the Limestone Notes and holding, managing and distributing to the Certificateholders and the holder of the El Paso Interest any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture in accordance with this Agreement; (viii) making payments to the Indenture Trustee for the benefit of the holders of the Limestone Notes pursuant to and in accordance with the Indenture, making payments to the New Indenture Trustee for the benefit of the holders of the New Limestone Notes pursuant to and in accordance with the New Indenture and this Agreement (after the repayment in full of the Outstanding Limestone Notes) and making distributions to the holders of the Limestone Certificates and the holder of the El Paso Interest pursuant to and in accordance with this Agreement; (ix) notwithstanding any other provision hereof, repaying the principal amount of the Limestone Loan with a portion of the proceeds from the sale of the Limestone Notes and the Subsequent Certificates and paying all accrued interest on the Limestone Loan with the proceeds of a distribution from Chaparral, and discharging any obligations of the Trust under the Limestone Credit Agreement, the security documents related thereto and the Assignment and Assumption Agreement; (A) holding the Class A Member Interest and (B) upon (I) the repayment of all of the Limestone Notes on the Maturity Date with Cash contributed by the holder of the El Paso Interest pursuant to Section 3.03, (II) the redemption of all or any portion of the Limestone Notes pursuant to Section 14.01(a)(ii)(A) or 15.01(c)(i) of the Indenture, (III) the redemption of all or any portion of the New Limestone Notes pursuant to Section 14.01(a)(ii)(A) or 15.01(c)(i) of the New Indenture, or (IV) a payment by El Paso, as Guarantor, pursuant to Section 3.09 of the New Indenture, acquiring an Additional Class B Member Interest and being admitted to Chaparral as a Class B Member pursuant to Section 3.2(b)(iii) of the Chaparral LLC Agreement; (xi) making an additional Cash Capital Contribution of $1,027,250,000 to Chaparral to increase the Class A Member's Capital Account by such amount; (xii) receiving payments and other distributions from Chaparral with respect to the Class A Member Interest and any Additional Class B Member Interest; (xiii) engaging in those activities, including entering into agreements, activities that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; andthereto; (fxiv) subject to compliance with the Transaction Documents, to engage engaging in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Certificateholders and the holder of the Transferor El Paso Interest; and (xv) executing and making, at the request of Chaparral, the Overfund Trustee or the holder of the El Paso Interest, but at no cost to the Trust, such filings and registrations, and taking such other actions, as may be reasonably necessary or appropriate under Applicable Law, Contractual Obligations to which the Trust is a party, or otherwise, to conduct the business of Chaparral or its subsidiaries or to transfer member interests in Chaparral or to comply with, or to consummate the transactions contemplated by, the Transaction Documents to which the Trust is a party. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than (i) the activities described in connection with clause (a) above or (ii) subject to the foregoing or other than terms of this Agreement, as required or authorized by the Transaction Documents. The Trust shall have no power Certificateholders and, where appropriate, the holder of the El Paso Interest, may from time to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardtime direct.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue (and in the case of the Certificates, authenticate) the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate Assets and to pay the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestTransferor. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The sole purpose of the Trust is to engage in the activities set forth in this Section 2.03Section. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell Notes upon the written order of the Transferor; (bii) with the net proceeds of the sale of the Notes, to acquire the Trust Estate Assets, to pay transactional expenses and to pay the balance to the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Holder of Transferor, the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Transferor. Notwithstanding the grant of power and authority to the Owner Trustee set forth herein, the Transferor may, in its sole discretion, sign and file registration statements on behalf of the Transferor InterestTrust under the Securities Act, registering the offer and sale of Notes or Certificates issued by the Trust and periodic reports relating to such Notes or Certificates required to be filed under the Exchange Act, and the rules and regulations of the Commission thereunder. The Furthermore, the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.032.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Exchangeable Transferor Interest Certificate and to issue the Supplemental Interests, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and, subject to the provisions of this Section 2.3, any futures, forwards, swaps, interest rate caps or other passive derivate financial instruments with similar characteristics, and to pay to Transferor the amounts owed pursuant to Section 2.01 2.1 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Exchangeable Transferor Interest Certificate pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Holder of the Exchangeable Transferor InterestCertificate. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to executeacquire from time to time certain contracts and mortgage loans, deliver whether constituting an account, chattel paper, instrument, mortgage, deed of trust or general intangible, arising out of or in connection with the sale of manufactured housing or mobile homes including the rendering of services by the originating dealer in connection therewith, and including the right of payment of finance charges and other obligations of the obligors with respect thereto, and all monies due and to become due thereunder pursuant to the Sale and Servicing Agreement; (ii) to issue the Notes pursuant to the IndentureIndenture and the Certificates pursuant to this Agreement, to issue receive the Transferor Interest initial capital contribution and subsequent contributions to the Owner Trust Estate, and to issue sell, transfer or exchange the Supplemental Interests, if any, Notes and Certificates pursuant to the Note Purchase Agreement and this Agreement; (biii) to make borrowings under the Notes and to pay or cause to be paid the principal and interest, if any, on the Notes in accordance with the terms of the Notes pursuant to the Indenture; (iv) to receive contributions under the Certificates and return capital to the Certificateholders from time to time; (v) with the proceeds of the sale of the NotesNotes and the Certificates, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed balance to the Depositor, pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement; (cvi) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders pursuant to the terms of this the Sale and Servicing Agreement and the Transaction Documents any portion of the Collateral Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dvii) to enter into, execute, deliver into and perform its obligations under the Transaction Operative Documents to which it is to be a party; (eviii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fix) subject to compliance with the Transaction Operative Documents, to engage in such other activities as may be required in connection with conservation of the assets of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Certificateholders and the Owners of the Transferor InterestNotes. The Trust is hereby authorized to engage in the foregoing activities and shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the other Operative Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in ------------------ the activities set forth in this Section 2.032.3. The Trust shall have power and ----------- authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows:: ----------- (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Seller Interest and to execute, issue and deliver the Supplemental InterestsCertificates, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the Seller the amounts owed pursuant to Section 2.01 2.1 of ----------- the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder holders of the Transferor Seller Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestSeller. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.