Common use of Purposes and Powers; Trust To Operate as a Single Purpose Entity Clause in Contracts

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, authorize and approve the issuance of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (M) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, make payments on the Notes; (viii) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default basis or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estate; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection Section 2.03(b)); (xi) issue the Transferor Interest Trust Certificate to the Transferor Beneficiary in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b)Section 10.01; and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the The Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto;; and (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit BTrust Certificate; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, authorize and approve the issuance of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (M) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, make payments on the Notes; (viii) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate Receivables and related Collateral Security under the Sale and Servicing Agreement and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire from the Seller the Receivables and hold related Collateral Security under the Sale and Servicing Agreement, including the Receivables and related Collateral Security acquired from CARCO Auto Loan Master Trust Estateunder the Program Amendment Agreement; (ii) from time to time, grant a security interest in the Trust EstateReceivables and related Collateral Security, and grant a security interest in accounts established established, and Enhancement Agreements entered into, for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into Enhancement Agreements, including one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Receivables, the related Collateral Security and other property of the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to Enhancement Agreements, including derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom DCWR or any special purpose vehicle established by DCWR; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) executeissue the DCMOT Certificate and the Supplemental Certificates and, deliver and perform in connection with the Transaction Documents to which it is to be a party, the Notes and issuance of any Transferor Supplemental Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, enter into the documents listed in subsection 2.03(b));related Supplemental Certificate Amendment; and (xi) issue amend this Agreement and other documents to reflect or facilitate the Transferor Interest to direct ownership of Receivables by the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable TransferorTrust. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary necessary, helpful or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, The Owner Trustee and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is are hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Beneficiary and the Owner Trustee, on behalf of the Trust, is are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Sale and Servicing Agreement, the Indenture, each Indenture Supplement, each document related to each such document, and each Issuer Certificate (as defined in the Indenture), including all amendments theretoother Transaction Document to which it is to be a party and each related document; (ii) the Notes; (iii) each Enhancement Agreement, including any interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the The Owner Trustee or and the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (d) If the Trust enters into any interest rate swap or any other swap or derivative instrument (each, a "derivative instrument") in connection with its issuance of a series of Notes, such derivative instrument shall be entered into at the time of issuance of such series of Notes, shall not have a notional amount at the time of issuance in excess of the principal amount of such Notes and shall not thereafter be expected to exceed such principal amount outstanding from time to time, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such series of Notes or the Receivables or Permitted Investments. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the CARCO Receivables Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire from DCWR the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateCARCO Receivables Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate, or other beneficial interests in the CARCO Receivables Trust, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the CARCO Receivables Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom DCWR or any special purpose vehicle established by DCWR; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;; and (x) executeif the Collateral Certificate is the only remaining outstanding investor certificate issued by the CARCO Receivables Trust, deliver then at the written direction of the Beneficiary dissolve the CARCO Receivables Trust and perform terminate the Transaction Documents Pooling and Servicing Agreement, acquire the Receivables directly and enter into a sale and servicing agreement and other documents that contain, to which it is to be a partythe extent applicable, the Notes sale and servicing provisions of the Pooling and Servicing Agreement and other documents and amend any Transferor Certificates, documents to reflect the direct ownership of the Receivables and all the provisions of the Pooling and Servicing Agreement and other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary necessary, helpful or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, The Owner Trustee and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is are hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Beneficiary and the Owner Trustee, on behalf of the Trust, is are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture, each Indenture Supplement, each document related to each such document, and each Issuer Certificate (as defined in the Indenture), including all amendments theretoother Transaction Document to which it is to be a party and each related document; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the The Owner Trustee or and the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (d) If the Trust enters into any interest rate swap or any other swap or derivative instrument (each, a "derivative instrument") in connection with its issuance of a series of Notes, such derivative instrument shall be entered into at the time of issuance of such series of Notes, shall not have a notional amount at the time of issuance in excess of the principal amount of such Notes and shall not thereafter be expected to exceed such principal amount outstanding from time to time, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such series of Notes or the Receivables or Permitted Investments. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority and is hereby authorized to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, Estate and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, authorize and approve the offering, issuance and sale of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes;; and (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (Giv) preparing prepare and filing file all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (Hv) preparing prepare any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (Ivi) listing list the Notes on any United States or non-United States securities exchange; (Jvii) entering into execute, deliver and perform one or more interest rate, basis, credit default or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (Kviii) entering into execute, deliver and perform one or more derivative agreements, supplemental credit enhancement agreements or supplemental liquidity agreements; (Lix) appointing appoint a paying agent or agents for purposes of payments on the Notes; and; (Mx) arranging arrange for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (ivxi) from time to time, receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (vxii) from time to time, make deposits to and withdrawals from accounts established under the Indenture; (vixiii) from time to time, make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (viixiv) from time to time, make payments on the Notes; (viiixv) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (xxvi) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection Section 2.03(b)); (xixvii) issue the Transferor Interest to the Transferor in accordance with subsection Section 4.04(a) and any Transferor Certificates in accordance with subsection Section 4.04(b); (xviii) perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (xvii) above; and (xiixix) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Beneficiary or Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, acting alone or together, is hereby authorized and will have the power empowered, without any further act, vote or approval, to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements, servicing agreements, transfer agreements and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, acting alone or together, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act Agreement or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments theretoCertificate; (ii) the Notes; (iii) each any interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit BCertificate; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will shall not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, each on behalf of the Trust, acting alone or together, to execute and deliver any other agreements, documents, instruments and securities or to take any other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, acting alone or together, is hereby authorized and will have the power empowered (but not obligated) to execute and file any Periodic Filings on behalf of the TrustFilings. (d) Either the The Owner Trustee or the Beneficiary will shall at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will shall cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will shall not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, as amended, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers managers, dealers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom Funding or any special purpose vehicle established by Funding; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xiix) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, dealer agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust, and in each case, any amendments, restatements, supplements, or modifications thereto. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate (each as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire from Citibank (Nevada) and hold Citibank (South Dakota) the Trust EstateSeries 2000 Certificate of the Master Trust; (ii) from time to time, cause the Invested Amount of the Series 2000 Certificate to be increased and decreased as provided in the Series 2000 Supplement; (iii) from time to time, grant a security interest in the Trust EstateSeries 2000 Certificate, including the pledge of any portion of the Invested Amount of the Series 2000 Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under Trust, all to secure indebtedness of the IndentureTrust, or make any permitted transfer of interests in any portion of the Invested Amount of the Series 2000 Certificate directly or beneficially to any third party; (iiiiv) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;, (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, collars guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, Citibank (South Dakota), Citibank (Nevada) or any of their affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (ivv) from time to time, time receive payments and proceeds with respect to the Trust Estate Series 2000 Certificate and the Indenture and either invest or distribute those payments and proceeds;, (vvi) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vivii) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, make payments on the Notes; (viii) from time to time, acquire additional collateral to be included in time make payments on the Trust Estate;Notes; and (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, The Trust and the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby are authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver deliver, without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture and each Issuer Issuer's Certificate (as defined in and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, agreement between the Trust and a counterparty (which may include, without limitation, Citibank (Nevada), Citibank (South Dakota) or any of their affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeManaging Beneficiary, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, The Trustee and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Managing Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, as amended, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers managers, dealers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom Funding or any special purpose vehicle established by Funding; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xiix) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, dealer agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust, and in each case, any amendments, restatements, supplements, or modifications thereto. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, including:Trust including:‌ (i) the Transaction Documents and each Issuer Certificate (each as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; the Trust; Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust;by (E) determining the provisions, if any, for the redemption or amortization of such Notes;such (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default basis or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; Estate; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estate;Trust (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection Section 2.03(b)); (xi) issue the Transferor Interest Trust Certificate to the Transferor Beneficiary in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); andSection (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the The Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto;; and (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit BTrust Certificate; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage engage, from time to time, solely in a program of acquiring Loans pursuant to the Trust Estate Sale and Servicing Agreement and issuing Notes under pursuant to the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;, (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, note purchase agreements, fiscal agency agreements or other instruments under which the Notes may be issued or the principal amounts thereof increased or decreased and the banks or trust companies to act as trustees, administrative agents, funding agents, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; , and (MK) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (ivii) from time to time, receive payments and proceeds with respect to the assets in the Trust Estate and the Indenture Assets and either invest or distribute those payments and proceeds;, (viii) from time to time, make deposits to and withdrawals from accounts established under the Indenture; (iv) from time to time, execute, deliver and issue the Trust Certificates pursuant to this Trust Agreement; (v) from time to time, acquire from the Depositor and the Depositor Loan Trustee for the benefit of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement, hold and sell the Loans and other Sold Assets; (vi) from time to time, make assign, grant a security interest in, grant, transfer, pledge and receive payments mortgage the Owner Trust Estate pursuant to derivative agreementsthe Indenture and hold, supplemental credit enhancement agreements manage and supplemental liquidity agreementsdistribute to the Beneficiaries or the Noteholders pursuant to the terms of this Trust Agreement and the Transaction Documents any portion of the Owner Trust Estate released from the lien of and remitted to the Trust pursuant to, the Indenture; (vii) from time to time, make payments on the Notes, and borrow, repay or prepay and reborrow Series A Advances; (viii) execute and deliver the Transaction Documents to which the Trust is to be a party and perform its obligations thereunder; (ix) subject to compliance with the Transaction Documents, engage, from time to time, acquire additional collateral to in such other activities as may be included required in connection with conservation of the Trust Estate;Assets and the making of payments to the Noteholders and distributions to the Beneficiaries; and (ixx) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the Transaction Documents and agreements contemplated in clauses (i) through (viiiix) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Trust Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision . In furtherance of this Agreementthe foregoing, the Trust, and each of the BeneficiaryDepositor is authorized, on behalf of the Trust, to execute and deliver any agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, this Section 2.02(a). (b) The Trust and the Owner Trustee, on behalf of the Trust, is hereby are authorized and will have the power to execute and deliver from time to time loan agreements, underwriting revolving credit agreements, terms underwriting agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement note purchase agreements, loan purchase agreements, sale and servicing agreements, servicing annexes, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, account control agreements, the Transaction Documents and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Trust and the Owner Trustee, on behalf of the Trust, is are specifically authorized to obtain and/or execute and deliver deliver, without any further act, vote or approvalapproval of any Person, and notwithstanding any other provision of this Trust Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, following agreements, documents or securities relating to the purposes of the Trust, including: (i) the Indenture and the other Transaction Documents and each Issuer Order and Officer’s Certificate (as defined in of the Trust and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, the Depositor or any of its Affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing licenses and other regulatory approvals in connection with, or relating to, the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock ExchangeOwner Trust Estate; and (viv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(aSection 2.02(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeDepositor, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(aSection 2.02(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary The Depositor will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and the Depositor will cause the Trust to hold itself out as being a Person separate and apart from any other Person. To the extent the Owner Trustee is required to maintain any books, records or accounts of the Trust, the Owner Trustee will at all times maintain such books, records and accounts separate and apart from those of any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the TrustTrust described in Section 2.02(a).

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate Collateral and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority authority, and is hereby authorized and empowered, without the need for further action on the part of the Trust, and each of the Owner Trustee (acting at the written direction of the Beneficiary) or the Beneficiary shall have the power and authority, and each is hereby authorized and empowered, to and may in the name and on behalf of the Trust, do or cause to be done all acts and things as may be necessary, appropriate or convenient to cause the Trust, to: (i) acquire and hold the Trust EstateCollateral; (ii) from time to time, grant a security interest in the Trust Estate, Collateral and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, as amended, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers managers, dealers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Trust Estate Collateral and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust EstateCollateral from Funding or any special purpose vehicle established by Funding; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) to execute, authenticate, deliver, issue and exchange from time to time Trust Certificates and Transferor Certificates as provided herein; (xi) enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is or is to be become a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust shall have the power and authority, and is hereby authorized and empowered, and each of the Owner Trustee (acting at the written direction of the Beneficiary) or the Beneficiary shall have the power and authority, and each is hereby authorized and empowered, to and may in the name and on behalf of the Trust, (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will empowered and shall have the power and authority, to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, dealer agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust, and in each case, any amendments, restatements, supplements, or modifications thereto. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized and empowered to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate Terms Document (each as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will empowered and shall have the power and authority to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the CARCO Receivables Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire from DCWR the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateCARCO Receivables Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate, or other beneficial interests in the CARCO Receivables Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the CARCO Receivables Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom DCWR LLC or any special purpose vehicle established by DCWR LLC; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;; and (x) executeif the Collateral Certificate is the only remaining outstanding investor certificate issued by the CARCO Receivables Trust, deliver then at the written direction of the Beneficiary dissolve the CARCO Receivables Trust and perform terminate the Transaction Documents Pooling and Servicing Agreement, acquire the Receivables directly and enter into a sale and servicing agreement that contains, to which it is to be a partythe extent applicable, the Notes sale and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation servicing provisions of the Trust Estate Pooling and Servicing Agreement and other documents and amend any documents to reflect the making direct ownership of payments to the Noteholders and distributions to the applicable TransferorReceivables. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary necessary, helpful or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, The Owner Trustee and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is are hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Beneficiary and the Owner Trustee, on behalf of the Trust, is are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture, each Indenture Supplement and each Issuer Issuer's Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the The Owner Trustee or and the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (d) If the Trust enters into any interest rate swap or any other swap or derivative instrument (each, a "derivative instrument") in connection with its issuance of a series of Notes, such derivative instrument shall be entered into at the time of issuance of such series of Notes, at the time of issuance shall not have a notional amount in excess of the principal amount of such Notes and is not thereafter expected to exceed such principal amount outstanding from time to time, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such series of Notes or the Receivables or Eligible Investments. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have has the power and authority to: (i) acquire from Citibank (Nevada) and hold Citibank (South Dakota) the Trust EstateSeries 2000 Certificate, and other certificates of beneficial interest, of the Master Trust; (ii) from time to time, grant a security interest in the Trust EstateSeries 2000 Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Invested Amount of the Series 2000 Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the IndentureTrust; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;, (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, collars guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, Citibank (South Dakota), Citibank (Nevada) or any of their affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Series 2000 Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds;, (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes;; and (viii) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viiivii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, The Trust and the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby are authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver deliver, without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture and each Issuer Issuer's Certificate (as defined in and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, Citibank (Nevada), Citibank (South Dakota) or any of their affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeManaging Beneficiary, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, The Trustee and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Managing Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have the power and authority tomay: (i) acquire from Citibank (Nevada) and hold Citibank (South Dakota) the Trust EstateSeries [ ] Certificate of the Master Trust; (ii) from time to time, cause the Invested Amount of the Series [ ] Certificate to be increased and decreased as provided in the Series [ ] Supplement; (iii) from time to time, grant a security interest in the Trust EstateSeries [ ] Certificate, including the pledge of any portion of the Invested Amount of the Series [ ] Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under Trust, all to secure indebtedness of the IndentureTrust, or make any permitted transfer of interests in any portion of the Invested Amount of the Series [ ] Certificate directly or beneficially to any third party; (iiiiv) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;, (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, collars guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, Citibank (South Dakota), Citibank (Nevada) or any of their affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the NotesNotes and coupons; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (ivv) from time to time, time receive payments and proceeds with respect to the Trust Estate Series [ ] Certificate and the Indenture and either invest or distribute those payments and proceeds;, (vvi) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vivii) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, make payments on the Notes; (viii) from time to time, acquire additional collateral to be included in time make payments on the Trust Estate;Notes; and (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, The Trust and the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby will be authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture and each Issuer Issuer's Certificate (as defined in and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes;; and (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, agreement between the Trust and a counterparty (which may include, without limitation, Citibank (Nevada), Citibank (South Dakota) or any of their affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeManaging Beneficiary, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a)securities. (c) Each of the Beneficiary, on behalf of the Trust, The Trustee and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Managing Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers managers, dealers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom Funding or any special purpose vehicle established by Funding; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xiix) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, dealer agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate (each as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have has the power and authority to: (i) acquire the Series 2000 Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateSeries 2000 Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Invested Amount of the Series 2000 Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the IndentureTrust; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;the (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, collars guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, Citibank or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Series 2000 Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds;, (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes;; and (viii) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viiivii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, The Trust and the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby are authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver deliver, without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture and each Issuer Issuer’s Certificate (as defined in and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, Citibank or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeManaging Beneficiary, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, The Trustee and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Managing Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate, or other beneficial interests in the Master Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom MBNA America Bank, National Association or any special purpose vehicle established by MBNA America Bank, National Association; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xiix) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture, each Indenture Supplement and each Issuer Certificate (each as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have has the power and authority to: (i) acquire the Series 2000 Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateSeries 2000 Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Invested Amount of the Series 2000 Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the IndentureTrust; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;, (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, collars guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, Citibank or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Series 2000 Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds;, (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes;; and (viii) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viiivii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, The Trust and the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby are authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Managing Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver deliver, without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture and each Issuer Issuer’s Certificate (as defined in and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, Citibank or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeManaging Beneficiary, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, The Trustee and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Managing Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, as amended, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default basis or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estate; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform enter into the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b)therewith; and (xiixi) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture, each Indenture Supplement and each Issuer Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring the Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, authorize and approve the issuance of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, as amended, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default basis or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (M) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, receive payments and proceeds with respect to the Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, make payments on the Notes; (viii) from time to time, acquire additional collateral to be included in the Trust Estate; (ix) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (ai) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage engage, from time to time, solely in a program of acquiring Loans pursuant to the Trust Estate Sale and Servicing Agreement and issuing Notes under pursuant to the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire and hold the Trust Estate; (ii) from time to time, grant a security interest in the Trust Estate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes;, (B) determining the maturity date of the Notes;, (C) determining the rate of interest, if any, to be paid on the Notes;, (D) determining the price or prices at which such Notes will be sold by the Trust;, (E) determining the provisions, if any, for the redemption or amortization of such Notes;, (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder, (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements;, (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes;, (I) listing the Notes on any United States or non-United States securities stock exchange;, (J) entering into one or more interest rate, basis, credit default or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; , and (MK) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (ivii) from time to time, receive payments and proceeds with respect to the assets in the Trust Estate and the Indenture Assets and either invest or distribute those payments and proceeds;, (viii) from time to time, make deposits to and withdrawals from accounts established under the Indenture; (iv) from time to time, execute, deliver and issue the Trust Certificates pursuant to this Trust Agreement; (v) from time to time, acquire from the Depositor and the Depositor Loan Trustee for the benefit of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement, hold and sell the Loans and other Sold Assets; (vi) from time to time, make assign, grant a security interest in, grant, transfer, pledge and receive payments mortgage the Owner Trust Estate pursuant to derivative agreementsthe Indenture and hold, supplemental credit enhancement agreements manage and supplemental liquidity agreementsdistribute to the Beneficiaries or the Noteholders pursuant to the terms of this Trust Agreement and the Transaction Documents any portion of the Owner Trust Estate released from the lien of and remitted to the Trust pursuant to, the Indenture; (vii) from time to time, make payments on the Notes; (viii) execute and deliver the Transaction Documents to which the Trust is to be a party and perform its obligations thereunder; (ix) subject to compliance with the Transaction Documents, engage, from time to time, acquire additional collateral to in such other activities as may be included required in connection with conservation of the Trust Estate;Assets and the making of payments to the Noteholders and distributions to the Beneficiaries; and (ixx) from time to time, perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the Transaction Documents and agreements contemplated in clauses (i) through (viiiix) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Trust Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision . In furtherance of this Agreementthe foregoing, the Trust, and each of the BeneficiaryDepositor is authorized, on behalf of the Trust, to execute and deliver any agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, this Section 2.02(a). (b) The Trust and the Owner Trustee, on behalf of the Trust, is hereby are authorized and will have the power to execute and deliver from time to time loan agreements, underwriting revolving credit agreements, terms underwriting agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement loan purchase agreements, sale and servicing agreements, servicing annexes, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, account control agreements, the Transaction Documents and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Trust and the Owner Trustee, on behalf of the Trust, is are specifically authorized to obtain and/or execute and deliver deliver, without any further act, vote or approvalapproval of any Person, and notwithstanding any other provision of this Trust Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, following agreements, documents or securities relating to the purposes of the Trust, including: (i) the Indenture and the other Transaction Documents and each Issuer Order and Officer’s Certificate (as defined in of the Trust and supplemental indenture relating to the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, the Depositor or any of its Affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing licenses and other regulatory approvals in connection with, or relating to, the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock ExchangeOwner Trust Estate; and (viv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(aSection 2.02(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner TrusteeDepositor, on behalf of the Trust, to execute and deliver other agreements, documents, instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection 2.03(aSection 2.02(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary The Depositor will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and the Depositor will cause the Trust to hold itself out as being a Person separate and apart from any other Person. To the extent the Owner Trustee is required to maintain any books, records or accounts of the Trust, the Owner Trustee will at all times maintain such books, records and accounts separate and apart from those of any other Person. (ed) The Trust will not engage in any business or own any assets unrelated to the purposes of the TrustTrust described in Section 2.02(a).

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate or other beneficial interests in the Master Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom FIA or any special purpose vehicle established by FIA; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xiix) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, and each Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate (each as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, at the written direction of the Beneficiary and on behalf of the Trust, is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the Owner Trustee or the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the CARCO Receivables Trust Estate and issuing Notes under the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire from DCWR the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateCARCO Receivables Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate, or other beneficial interests in the CARCO Receivables Trust, including the pledge of any portion of the Investor Interest of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, of Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, the qualification of indentures under the Trust Indenture Act of 1939, as amended, 1939 and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the CARCO Receivables Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom DCWR LLC or any special purpose vehicle established by DCWR LLC; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above;; and (x) executeif the Collateral Certificate is the only outstanding investor certificate issued by the CARCO Receivables Trust, deliver dissolve the CARCO Receivables Trust and perform terminate the Transaction Documents Pooling and Servicing Agreement, acquire the Receivables directly and enter into a servicing agreement and other documents and amend any documents to which it is to be a party, reflect the Notes and any Transferor Certificates, and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection 2.03(b)); (xi) issue the Transferor Interest to the Transferor in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b); and (xii) subject to compliance with the Transaction Documents, engage in such other related activities as may be required or convenient in connection with conservation direct ownership of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable TransferorReceivables. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC Uniform Commercial Code financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary necessary, helpful or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, The Owner Trustee and each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is are hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Beneficiary and the Owner Trustee, on behalf of the Trust, is are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Business Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents Indenture, each Indenture Supplement and each Issuer Issuer's Certificate (as defined in the Indenture), including all amendments thereto; (ii) the Notes; (iii) each interest rate, basis rate or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty (which may include, without limitation, DCWR or any of its affiliates) to manage interest rate, basis rate or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit B; (v) any documents relating to listing securities on the Luxembourg Stock Exchange; and (viiv) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary and the Owner Trustee, on behalf of the Trust, to execute and deliver other agreements, documents, documents instruments and securities or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is hereby authorized and will have the power to execute and file any Periodic Filings on behalf of the Trust. (d) Either the The Owner Trustee or and the Beneficiary will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (d) If the Trust enters into any interest rate swap or any other swap or derivative instrument (each, a "derivative instrument") in connection with its issuance of a series of Notes, such derivative instrument shall be entered into at the time of issuance of such series of Notes, at the time of issuance shall not have a notional amount in excess of the principal amount of such Notes and is not thereafter expected to exceed such principal amount outstanding from time to time, shall not require the Trust to make discretionary decisions (other than decisions relating to the servicing of the Receivables) and shall have characteristics that relate to and are intended to hedge (partly or fully) against some risk or risks related to such series of Notes or the Receivables or Eligible Investments. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust.

Purposes and Powers; Trust To Operate as a Single Purpose Entity. (a) The purpose of the Trust is to engage solely in a program of acquiring interests in the Master Trust Estate and issuing Notes under in one or more series pursuant to the Indenture and related activities. Without limiting the generality of the foregoing, the Trust may and will shall have the power and authority to: (i) acquire the Collateral Certificate, and hold other certificates of beneficial interest, of the Trust EstateMaster Trust; (ii) from time to time, grant a security interest in the Trust EstateCollateral Certificate, or other beneficial interests in the Master Trust, including the pledge of any portion of the Invested Amount of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Trust under the Indenture; (iii) from time to time, time authorize and approve the issuance of, and to execute, deliver and issue, Notes pursuant to the Indenture without limitation as to aggregate amounts and, in connection therewith, determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (A) determining the principal amount of the Notes; (B) determining the maturity date of the Notes; (C) determining the rate of interest, if any, to be paid on the Notes; (D) determining the price or prices at which such Notes will be sold by the Trust; (E) determining the provisions, if any, for the redemption or amortization of such Notes; (F) determining the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder,; (G) preparing and filing all documents necessary or appropriate in connection with the registration of the Notes under the Securities ActAct of 1933, as amended, the qualification of indentures under the Trust Indenture Act of 1939, as amended, and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (H) preparing any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the offering or issuance of the Notes; (I) listing the Notes on any United States or non-United States securities exchange; (J) entering into one or more interest rate, basis, credit default basis or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties to manage interest rate, basis or currency risk relating to the Notes; (K) entering into one or more supplemental credit enhancement agreements or liquidity agreements; (L) appointing a paying agent or agents for purposes of payments on the Notes; and (ML) arranging for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (iv) from time to time, time receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust Estate and the Indenture and either invest or distribute those payments and proceeds; (v) from time to time, time make deposits to and withdrawals from accounts established under the Indenture; (vi) from time to time, time make and receive payments pursuant to derivative agreements, supplemental credit enhancement agreements and supplemental liquidity agreements; (vii) from time to time, time make payments on the Notes; (viii) from time to time, time acquire additional collateral to be included in the Trust Estatefrom National City or any special purpose vehicle established by National City or an Affiliate of National City; (ix) from time to time, time perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Trust being party to any of the agreements contemplated in clauses (i) through (viii) above; (x) execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party, the Notes and any Transferor Certificates, party and all other documents, certificates and agreements necessary or incidental in connection therewith (including, without limitation, the documents listed in subsection Section 2.03(b)); (xi) issue the Transferor Interest Trust Certificate to the Transferor Beneficiary in accordance with subsection 4.04(a) and any Transferor Certificates in accordance with subsection 4.04(b)Section 10.01; and (xii) subject to compliance with the Transaction Documents, to engage in such other related activities as may be required or convenient in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the applicable Transferor, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity. In connection with any of the foregoing, the Trust may (x) execute and deliver, and/or accept, such instruments, agreements, certificates, UCC financing statements and other documents, and create such security interests, as may be necessary or desirable in connection therewith, and (y) subject to the terms of this Agreement, take such other action as may be necessary or incidental to the foregoing. (b) Notwithstanding any other provision of this Agreement, the Trust, Owner Trustee and each of the BeneficiaryAdministrator, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, is are hereby authorized and will shall have the power to execute and deliver from time to time loan agreements, underwriting agreements, terms agreements, selling agent agreements, note purchase agreements and other purchase agreements, private placement agreements, swap and other derivative agreements, including performance agreements, indentures, indenture supplements, terms documents, notes, security agreements agreements, and other agreements and instruments as are consistent with the purposes of the Trust. Without limiting the generality of the foregoing, the Trust, and each of the Beneficiary, on behalf of the Trust, Trust and the Owner Trustee, on behalf of the Trust, is are specifically authorized to execute and deliver without any further act, vote or approval, and notwithstanding any other provision of this Agreement, the Delaware Statutory Trust Act or other applicable law, rule or regulation, agreements, documents or securities relating to the purposes of the Trust, Trust including: (i) the Transaction Documents and each Issuer Certificate (as defined in the Indenture), including all amendments theretoCertificate; (ii) the Notes; (iii) each interest rate, basis or currency swap, cap, collar, guaranteed investment contract or other derivative agreement, including agreements related thereto, between the Trust and a counterparty to manage interest rate, basis or currency risk relating to the Notes, including all amendments thereto; (iv) any certificate evidencing the Transferor Interest, substantially in the form attached as Exhibit BTrust Certificate; (v) any documents relating to listing the Notes on any securities on the Luxembourg Stock Exchangeexchange; and (vi) any other document necessary or desirable in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). The authorization set forth in the preceding sentence will not be deemed a restriction on the power and authority of the Beneficiary Administrator and the Owner Trustee, on behalf of the Trust, Trustee to execute and deliver other agreements, documents, instruments and securities on behalf of the Trust or to take other actions on behalf of the Trust in connection with the fulfillment of the purposes of the Trust described in, and pursuant to, subsection Section 2.03(a). (c) Each of the Beneficiary, on behalf of the Trust, and the Owner Trustee, on behalf of the Trust, The Trust is hereby authorized and will shall have the power to execute and file any Periodic Filings on behalf of the TrustFilings. (d) Either the Owner Trustee or the Beneficiary Administrator will at all times maintain the books, records and accounts of the Trust separate and apart from those of any other Person, and will cause the Trust to hold itself out as being a Person separate and apart from any other Person. (e) The Trust will not engage in any business or own any assets unrelated to the purposes of the Trust, which activities shall not be contrary to the status of the Trust as a qualified special purpose entity.