Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange the Notes and the CertificatesTrust Certificates to the Depositor; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from the Reserve Account Account, the Pre-Funding Account, if any, and the Negative Carry Account, if any, and to pay the organizational, start-up and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms Indenture (including the filing of the Indenture financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement the Sale and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to give the Issuing Entity Order to the Indenture Trustee to authenticate and deliver the Notes; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) with the proceeds of the sale of the Notes, to acquire certain property purchase, hold and manage the Receivables and the other assets from the Depositor on the Closing Date pursuant to of the Trust Sale Agreement (and any other Further Transfer Agreementsthe proceeds thereof), to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with the collection and conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Initial Closing Date and, from time to time, on the Subsequent Closing Dates thereafter pursuant to the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, acquire the Receivables from the Grantor and to manage and hold the ReceivablesReceivables and the related Contracts; (b) to issue the Notes pursuant to the Indenture and the Certificates Grantor Trust Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate Collateral pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Grantor Trust Certificateholder, pursuant to the terms of this Agreement and the Servicing Agreement Indenture, any portion of the Grantor Trust Estate Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is a party and any additional agreement, document, letter or undertaking executed in connection with the Transaction Documents or the transactions described therein to be which it is a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Grantor Trust Estate Collateral and the making of distributions to the SecurityholdersGrantor Trust Certificateholder. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, acquire the Receivables from the Depositor for contribution to the Grantor Trust and to manage and hold the ReceivablesReceivables and the related Contracts; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust to the extent not paid by the Depositor or the initial Certificateholders; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Certificateholders, pursuant to the terms of this Agreement and the Servicing Agreement Indenture, any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is a party and the Acknowledgement Agreement and any additional agreement, document, letter or undertaking executed in connection with the Transaction Documents, the Acknowledgement Agreement or the transactions described therein to be which it is a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) [reserved]; (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition (other than with respect to Standard & Poor’s, but with satisfaction of the Rating Agency Notification with respect to Standard & Poor’s if Standard & Poor’s is rating any Outstanding Class of Notes) with respect to such derivative transactions, at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authorityauthority and is hereby authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificates; (c) Certificates and to acquire certain property pay interest on and assets from principal of the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Notes to the Noteholders and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale Agreement from the Depositor pursuant to the terms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (dc) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement the Transaction Documents or in any other document, neither the Trust Issuer nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust Issuer or engage in activities other than the foregoing, and, in particular neither the Trust Issuer nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust Issuer to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Fund, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersOwners and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor to engage in any agent business operations or any activities other than those set forth in the introductory sentence of either person) this Section. Specifically, the Owner Trustee shall be authorized have no authority to engage in any business operations, or empowered to acquire any assets other investmentsthan those included in the Trust Estate under Section 1.01, reinvest or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer all or any proceeds portion of the Trust Estate except as contemplated or engage in activities other than permitted by the foregoingIndenture or the Sale and Servicing Agreement, and, in particular neither without the prior consent of the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesDepositor.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authorityauthority and is hereby authorized and empowered, without the need for further action on the part of the Issuer, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificatesCertificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (cb) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to form the Grantor Trust, enter into, execute, deliver and perform its obligations under the Grantor Trust Agreement, acquire the Grantor Trust Certificate from the Grantor Trust and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Receivables Contribution Agreement; (d) to assign, grantXxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee and the Administrator, as applicable, shall not have the power and authority to, and each is hereby authorized and empowered, in the name of and on behalf of the Issuer, to do or cause to be done, all acts and things necessary, appropriate, or convenient to cause the Issuer to engage in the foregoing activities. Neither the Issuer nor any Person acting on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the ReceivablesSecured Notes and the other assets of the Trust; (b) to issue the Notes pursuant to the AART Indenture and issue the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsAgreement, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner AART Trust Estate pursuant to the terms of the AART Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Trust Sale Agreement any portion of the AART Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the AART Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic AART Transaction Documents and ACOLT Transaction Documents to which it is to be a partyparty and to execute the VAULT Security Agreement and the VAULT Transfer Direction; (f) to enter into interest rate swaps and caps and forward contracts, only in connection with the Notes and the Certificates; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gh) subject to compliance with the Basic AART Transaction Documents, to engage in such other activities as may be required in connection with conservation of the AART Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic AART Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) [reserved]; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gh) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, acquire the Receivables from the Grantor and to manage and hold the ReceivablesReceivables and the related Contracts; (b) to issue the Notes pursuant to the Indenture and the Certificates Grantor Trust Certificate pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes Grantor Trust Certificate and to make distributions to the CertificatesGrantor Trust Certificateholder; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate Collateral pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Grantor Trust Certificateholder, pursuant to the terms of this Agreement and the Servicing Agreement Indenture, any portion of the Grantor Trust Estate Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is a party and any additional agreement, document, letter or undertaking executed in connection with the Transaction Documents or the transactions described therein to be which it is a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Grantor Trust Estate Collateral and the making of distributions to the SecurityholdersGrantor Trust Certificateholder. Each of the Grantor Trust Trustee and the Administrator, as applicable is hereby authorized to engage in the foregoing actions on behalf of the Grantor Trust. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property and assets from purchase the Receivables, to establish or cause to be established the Reserve Account, which the Depositor will initially fund on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsDate, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such derivative transactions, at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Owner Trust is, and the Trust Owner Trustee shall have the power and authority, on behalf of the Owner Trust to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificatesCertificate; (cb) to acquire certain the property and assets set forth in the Deposit and Administration Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsterms thereof, to make payments to or distribu- tions on the Noteholders Notes and the Certificateholders, Certificate and to make deposits into to and withdrawals from the Reserve Account and to pay other accounts established under the organizational, start-up and transactional expenses of the TrustIndenture; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement the Deposit and the Servicing Administration Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. The Trust Owner Trustee, on behalf of the Owner Trust, is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to For purposes of SFAS 140, the contrary in this Agreement or in any other document, neither parties hereto intend that (a) the Trust nor shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trustee (nor any agent of either person) Trust as stated this Section 2.3 shall be authorized or empowered to acquire any other investments, reinvest any proceeds limited in accordance with paragraph 35 of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesSFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Trust Owner Trustee shall have the power and authority, on behalf of the Owner Trust to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificatesCertificate; (cb) to acquire certain the property and assets set forth in the Deposit and Administration Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsterms thereof, to make payments to or distributions on the Noteholders Notes and the Certificateholders, Certificate and to make deposits into to and withdrawals from the Reserve Account and to pay other accounts established under the organizational, start-up and transactional expenses of the TrustIndenture; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement the Deposit and the Servicing Administration Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. The Trust Owner Trustee, on behalf of the Owner Trust, is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to For purposes of SFAS 140, the contrary in this Agreement or in any other document, neither parties hereto intend that (a) the Trust nor shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trustee (nor any agent of either person) Trust as stated this Section 2.3 shall be authorized or empowered to acquire any other investments, reinvest any proceeds limited in accordance with paragraph 35 of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesSFAS 140.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Assets, and collect and disburse the Trust shall have periodic income therefrom for the power use and authoritybenefit of the Equity Certificateholder, and in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsEquity Certificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust (to the extent not paid by the Trust Depositor or the Servicer or Administrator); and to pay the balance to the Owner from time to time pursuant to the Pooling Agreement; (diii) to assignacquire, granthold, transfermanage, pledgedistribute, mortgage and convey dispose of, release or convey, to or at the direction of the Owner Trust Estate pursuant to the terms of the Indenture and to holdPooling Agreement, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from Assets in the lien of, manner described in and remitted pursuant to the Trust pursuant to, the IndenturePooling Agreement; (eiv) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be or becomes a party; (fv) to engage in those activities, including entering into into, executing, delivering, and performing agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the SecurityholdersOwner and the Noteholders. (b) The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in any business operations or any activities other than the foregoingthose set forth in this Section 2.03. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust Assets, or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to fail to qualify accomplish the purpose of this Trust as a grantor trust for United States federal income tax purposesset forth in this Section 2.03.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Fund, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grantgxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersOwners and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor to engage in any agent business operations or any activities other than those set forth in the introductory sentence of either person) this Section. Specifically, the Owner Trustee shall be authorized have no authority to engage in any business operations, or empowered to acquire any assets other investmentsthan those included in the Trust Estate under Section 1.01, reinvest or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer all or any proceeds portion of the Trust Estate except as contemplated or engage in activities other than permitted by the foregoingIndenture or the Sale and Servicing Agreement, and, in particular neither without the prior consent of the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesDepositor.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersOwners and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor to engage in any agent business operations or any activities other than those set forth in the introductory sentence of either person) this Section. Specifically, the Owner Trustee shall be authorized have no authority to engage in any business operations, or empowered to acquire any assets other investmentsthan those specifically included in the Trust Estate under Section 1.01, reinvest any proceeds or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Sale and Servicing Agreement, without the prior consent of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesDepositor.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal on the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificates; (c) Certificates and to acquire certain property pay interest on and assets from principal of the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Notes to the Noteholders and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale Agreement from the Depositor pursuant to the terms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (dc) to assign, grantXxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement the Transaction Documents or in any other document, neither the Trust Issuer nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust Issuer or engage in activities other than the foregoing, and, in particular neither the Trust Issuer nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust Issuer to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities and only these activities: (ai) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to To acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsa pool of Student Loans, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of execute the Indenture and to hold, manage issue the Notes; (ii) To enter into the Trust Related Agreements and distribute to provide for the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion administration of the Trust Estate released from and the lien of, and remitted to servicing of the Trust pursuant to, the IndentureStudent Loans; (eiii) To engage in those activities and to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (giv) subject to compliance with the Basic Documents, to To engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and Distributions to Owners. Until the making of distributions to Indenture is discharged, the Securityholders. The Trust shall not engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement or and the other Basic Documents. Notwithstanding anything Indenture, except as are incidental to and necessary to accomplish such activities, unless the Interested Noteholders consent to the contrary Trust engaging in this Agreement or in any other documentactivities. (b) Until the Indenture is discharged, neither the operations of the Trust nor shall be conducted in accordance with the following standards: (i) The Trust will act solely in its own name and the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds agents selected in accordance with this Agreement will act on behalf of the Trust subject to direction by the Owners as provided herein, but such action shall not be in violation of the terms of this Agreement; (ii) The Trust’s funds and assets shall at all times be maintained separately from those of the Owners and any of their respective Affiliates; (iii) The Trust shall maintain complete and correct books, minutes of the meetings and proceedings of the Owners, and records of accounts; (iv) The Trust shall conduct its business at the office of the Owner Trustee and will use stationery and other business forms of the Trust under its own name and not that of the Owners or engage in activities any of their respective Affiliates, and will avoid the appearance (A) of conducting business on behalf of any Owner or any Affiliate of an Owner or (B) that the assets of the Trust are available to pay the creditors of the Owner Trustee or any Owner; (v) The Trust’s operating expenses shall be paid out of its own funds; (vi) The Trust shall not incur, guarantee or assume any debt (other than the foregoingNotes) nor hold itself out as being liable for the debts of any entity, andincluding any Owner or any Affiliates of any Owner; (vii) For so long as any of the Notes are outstanding, in particular neither the Trust nor shall not (A) merge or consolidate with or into any other entity, (B) convey or transfer all or substantially all of its assets to any other entity (other than to the Owner Indenture Trustee pursuant to the Indenture), or (nor C) dissolve, liquidate or terminate in whole or in part; and (viii) For so long as any agent of either person) shall be authorized or empowered to do anything that would cause the Notes are outstanding, the Trust shall not own or acquire any financial asset that requires the Trust, the Owners or the Administrator to fail to qualify as a grantor trust for United States federal income tax purposesmake any decisions regarding such asset other than the servicing of the asset.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sellsell the Notes and the Certificates upon the written order of the Depositor; (ii) to enter into and perform its obligations under any interest rate protection agreement or agreements between the Trust and one or more counterparties, transfer including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or exchange any combination of any of the foregoing; (iii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (div) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Notes and distributions on the Certificates; (v) to Grant the Owner Trust Estate (other than each Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (evi) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersNoteholders and the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture Indenture, the Certificates and the Certificates Class R Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes Notes, the Certificates and the CertificatesClass R Certificate; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes, the Certificates and the Class R Certificate, to make deposits to and to the extent permitted under the Basic Documents withdrawals from the Yield Supplement Account, the Reserve Account and other accounts established under this Agreement and the Sale and Servicing Agreement; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders and the Class R Certificateholder pursuant to the terms of this Agreement the Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140, any successor rule thereto and existing accounting literature; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140, any successor rule thereto and existing accounting literature. The Trust Issuer is hereby authorized to engage in the foregoing activities. Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything Without limitation of the foregoing, except for such activities as are referenced in paragraphs (a) through (f) of this Section 2.3, the Issuer is not authorized and has no power to (a) borrow money or issue other debt; (b) to the contrary in this Agreement fullest extent permitted by law, merge with another entity, reorganize, liquidate or sell assets prior to the discharge of the Indenture; or (c) engage in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized business or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesactivities.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal on the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Owners and the Noteholders. (b) The Trust shall also have the power to actively invest, at its discretion, in United States Treasury securities for the purposes of realizing a gain; provided, however, that (i) the Trust must not invest more than $100,000 in such securities and (ii) the funds used to purchase such securities must not be subject to the lien of the Indenture. (c) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required those set forth in Sections 2.03(a) and 2.03(b). Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or authorized otherwise vary the assets held by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary Trust, except as set forth in this Agreement or in any other documentSection. Similarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered have no discretionary duties other than performing those ministerial acts set forth above necessary to acquire any other investments, reinvest any proceeds accomplish the purpose of the Trust or engage as set forth in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either personSections 2.03(a) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesand 2.03(b).

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Trust Agreement and to sell, transfer or exchange sell the Notes and the Certificates; (cii) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate Collateral pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement Section 5.02 herein, any portion of the Trust Estate Collateral released from the lien Lien of, and remitted to to, the Trust pursuant to, to the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Owner Trust Estate subsequent to the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to have the Owner Trust Estate qualify as, and conduct the affairs of the Owner Trust Estate so that it qualifies as, one or more REMICs formed pursuant to the Indenture; (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders, the Noteholders and Note Insurer. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as an investment trust described in Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersOwners and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor to engage in any agent business operations or any activities other than those set forth in the introductory sentence of either person) this Section. Specifically, the Owner Trustee shall be authorized have no authority to engage in any business operations, or empowered to acquire any assets other investmentsthan those included in the Trust Estate under Section 1.01, reinvest any proceeds or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Sale and Servicing Agreement, without the prior consent of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesDepositor.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Owners and the Noteholders. (b) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or authorized otherwise vary the assets held by the terms of this Agreement or the other Basic DocumentsTrust. Notwithstanding anything to the contrary in this Agreement or in any other documentSimilarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered have no discretionary duties other than performing those ministerial acts set forth above necessary to acquire any other investments, reinvest any proceeds accomplish the purpose of the Trust or engage as set forth in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent introductory sentence of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesthis Section.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (ai) to acquire, manage acquire and hold the assets of MART II, including the Receivables, and the proceeds of those assets; (bii) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and upon the Certificateswritten order of the Depositor; (ciii) to acquire certain property enter into and assets from the Depositor on the Closing Date pursuant to perform its obligations under any interest rate protection agreement or agreements between the Trust Sale Agreement and one or more counterparties, including any other Further Transfer Agreementsconfirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to make payments enter into any of the foregoing, or any combination of any of the foregoing; (iv) with the proceeds of the sale of the Notes to fund the Noteholders Reserve Account, the Pre-Funding Account, the Negative Carry Account and the CertificateholdersYield Supplement Account, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (dv) to pay interest on and principal of the Notes and distributions on the Certificates; (vi) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (evii) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fviii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersNoteholders and the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding In addition, notwithstanding anything to the contrary in this Agreement herein or in any other documentBasic Document, neither the Trust nor shall not take any action (i) inconsistent with the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds derecognition of the Trust Receivables under GAAP or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either personii) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as become a grantor trust for United States federal income tax purposesmember of MMCA's consolidated group under GAAP.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and distributions on the Certificates; (b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing;] (c) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bA) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cB) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (dC) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eD) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fE) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gF) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Owners and the Noteholders. (b) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or authorized otherwise vary the assets held by the terms of this Agreement or the other Basic DocumentsTrust. Notwithstanding anything to the contrary in this Agreement or in any other documentSimilarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered have no discretionary duties other than performing those ministerial acts set forth above necessary to acquire any other investments, reinvest any proceeds accomplish the purpose of the Trust or engage as set forth in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent introductory sentence of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesthis Section.

Purposes and Powers. The purpose of the Owner Trust is, and the Trust Owner Trustee shall have the power and authority, on behalf of the Owner Trust to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificatesCertificate; (cb) to acquire certain the property and assets set forth in the Deposit and Administration Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsterms thereof, to make payments to or distributions on the Noteholders Notes and the Certificateholders, Certificate and to make deposits into to and withdrawals from the Reserve Account and to pay other accounts established under the organizational, start-up and transactional expenses of the TrustIndenture; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement the Deposit and the Servicing Administration Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust Owner Trustee, on behalf of the Owner Trust, is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Owner Trustee acting on behalf of the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the Trust Certificates, in each case in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement the Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a partyparty (including, but not limited to, the Administration Agreement and the power of attorney contemplated thereby); (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Owner Trustee acting on behalf of the Trust is hereby authorized to engage in the foregoing activities. The Owner Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities: (a) to acquire, manage acquire from the Depositor (or such other Person as may be specified in the Forepart) the Underlying Securities and hold the Receivablesother Trust Assets; (b) to issue the Notes Certificates pursuant to the Indenture and the Certificates pursuant to this Series Trust Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizationalDepositor (or such other Person as may be specified in the Forepart) the purchase price of, start-up and transactional expenses of thereafter to hold, the TrustUnderlying Securities and other Trust Assets; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents Swap Agreement, any Related Agreement and any Credit Enhancement Agreement; (e) to which it is distribute to be a party;the Certificateholders as provided in Sections 6.2 and 8.2 hereof amounts, if any, received by the Trust on, or in respect of, the Underlying Securities and other Trust Assets, the Swap Agreement, any Related Agreement, and any Credit Enhancement Agreement; and (f) to engage in those limited activities, upon appropriate direction of the Depositor including entering into agreements, agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance , provided that they are not inconsistent with the Basic Documentsclassification of the Trust as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, for federal income tax purposes. The Trust is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholdersforegoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this the Series Trust Agreement or the other Basic Documents. Notwithstanding anything In particular, after the Closing Date, and subject to Sections 5.2 and 5.3 below, the Trust shall not modify (or agree to the contrary in this modification of), or purchase or otherwise acquire any additional assets except as provided by any Basic Document or any Trust Asset, and shall not modify (or agree to the modification of), its rights under the Swap Agreement, any Related Agreement or in any Credit Enhancement Agreement, other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds than upon termination of the Trust. The Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor shall not take any agent of either person) shall be authorized or empowered to do anything action that would cause the Trust it to fail to qualify be classified as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, as may be specified in the Forepart for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal on the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions with the approval of the Rating Agencies (or satisfaction of the Rating Agency Condition) at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Fund, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grantxxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersOwners and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor to engage in any agent business operations or any activities other than those set forth in the introductory sentence of either person) this Section. Specifically, the Owner Trustee shall be authorized have no authority to engage in any business operations, or empowered to acquire any assets other investmentsthan those included in the Trust Estate under Section 1.01, reinvest or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer all or any proceeds portion of the Trust Estate except as contemplated or engage in activities other than permitted by the foregoingIndenture or the Sale and Servicing Agreement, and, in particular neither without the prior consent of the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesDepositor.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor Seller on the Initial Closing Date and, from time to time, on the Additional Closing Dates thereafter pursuant to the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to enter into interest rate swaps and caps and other derivative instruments in connection with the Offered Certificates and the Offered Notes; (g) to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Certificates; (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Owners and the Noteholders. (b) The Trust shall also have the power to actively invest, at its discretion, in United States Treasury securities for the purposes of realizing a gain; provided, however, that (i) the Trust must not invest more than $100,000 in such securities and (ii) the funds used to purchase such securities must not be subject to the lien of the Indenture. (c) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required those set forth in Sections 2.03(a) and 2.03(b). Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or authorized otherwise vary the assets held by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary Trust, except as set forth in this Agreement or in any other documentSection. Similarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered have no discretionary duties other than performing those ministerial acts set forth above necessary to acquire any other investments, reinvest any proceeds accomplish the purpose of the Trust or engage as set forth in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either personSections 2.03(a) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesand 2.03(b).

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities and only those activities: (ai) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to To acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsa pool of Student Loans, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of execute the Indenture and to hold, manage issue the Notes; (ii) To enter into the Trust Related Agreements and distribute to provide for the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion administration of the Trust Estate released from and the lien of, and remitted to servicing of the Trust pursuant to, the Indenture;Student Loans. (eiii) To engage in those activities and to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (giv) subject to compliance with the Basic Documents, to To engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to Owners. Until the Securityholders. The Indenture is discharged, the Trust shall not engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement or and the other Basic Documents. Notwithstanding anything Indenture, except as are incidental to and necessary to accomplish such activities, unless the Interested Noteholders consent to the contrary Trust engaging in this Agreement or in any other documentactivities. (b) Until the Indenture is discharged, neither the operations of the Trust nor shall be conducted in accordance with the following standards: (i) The Trust will act solely in its own name and the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds agents selected in accordance with this Agreement will act on behalf of the Trust subject to direction by the Owners as provided herein, but such action shall not be in violation of the terms of this Agreement; (ii) The Trust's funds and assets shall at all times be maintained separately from those of the Owners and any of their respective Affiliates; (iii) The Trust shall maintain complete and correct books, minutes of the meetings and proceedings of the Owners, and records of accounts; (iv) The Trust shall conduct its business at the office of the Owner Trustee and will use stationary and other business forms of the Trust under its own name and not that of the Owners or engage in activities any of their respective Affiliates, and will avoid the appearance (A) of conducting business on behalf of any Owner or any Affiliate of an Owner or (B) that the assets of the Trust are available to pay the creditors of the Owner Trustee or any Owner; (v) The Trust's operating expenses shall be paid out of its own funds; (vi) The Trust shall not incur, guarantee or assume any debt (other than the foregoingNotes) nor hold itself out as being liable for the debts of any entity, andincluding any Owner or any Affiliates of any Owner; (vii) For so long as any of the Notes are outstanding, in particular neither the Trust nor shall not (A) merge or consolidate with or into any other entity, (B) convey or transfer all or substantially all of its assets to any other entity (other than to the Owner Indenture Trustee pursuant to the Indenture), or (nor C) dissolve, liquidate or terminate in whole or in part; and (viii) For so long as any agent of either person) shall be authorized or empowered to do anything that would cause the Notes are outstanding, the Trust shall not own or acquire any financial asset that requires the Trust, the Owners or the Administrator to fail to qualify as a grantor trust for United States federal income tax purposesmake any decisions regarding such asset other than the servicing of the asset.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities and only these activities: (ai) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to To acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsa pool of Student Loans, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of execute the Indenture and to hold, manage issue the Notes; (ii) To enter into the Trust Related Agreements and distribute to provide for the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion administration of the Trust Estate released from and the lien of, and remitted to servicing of the Trust pursuant to, the IndentureStudent Loans; (eiii) To engage in those activities and to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (giv) subject to compliance with the Basic Documents, to To engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and Distributions to Owners. Until the making of distributions to Indenture is discharged, the Securityholders. The Trust shall not engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement or and the other Basic Documents. Notwithstanding anything Indenture, except as are incidental to and necessary to accomplish such activities, unless the Interested Noteholders consent to the contrary Trust engaging in this Agreement or in any other documentactivities. (b) Until the Indenture is discharged, neither the operations of the Trust nor shall be conducted in accordance with the following standards: (i) The Trust will act solely in its own name and the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds agents selected in accordance with this Agreement will act on behalf of the Trust subject to direction by the Owners as provided herein, but such action shall not be in violation of the terms of this Agreement; (ii) The Trust’s funds and assets shall at all times be maintained separately from those of the Owners and any of their respective Affiliates; (iii) The Trust shall maintain complete and correct books, minutes of the meetings and proceedings of the Owners, and records of accounts; (iv) The Trust shall conduct its business at the office of the Owner Trustee and will use stationery and other business forms of the Trust under its own name and not that of the Owners or engage in activities any of their respective Affiliates, and will avoid the appearance (A) of conducting business on behalf of any Owner or any Affiliate of an Owner or (B) that the assets of the Trust are available to pay the creditors of the Owner Trustee or any Owner; (v) The Trust’s operating expenses shall be paid out of its own funds; (vi) The Trust shall not incur, guarantee or assume any debt (other than the foregoingNotes or pursuant to the Liquidity Note Agreement) nor hold itself out as being liable for the debts of any entity, andincluding any Owner or any Affiliates of any Owner; (vii) For so long as any of the Notes are outstanding, in particular neither the Trust nor shall not (A) merge or consolidate with or into any other entity, (B) convey or transfer all or substantially all of its assets to any other entity (other than to the Owner Indenture Trustee pursuant to the Indenture), or (nor C) dissolve, liquidate or terminate in whole or in part; and (viii) For so long as any agent of either person) shall be authorized or empowered to do anything that would cause the Notes are outstanding, the Trust shall not own or acquire any financial asset that requires the Trust, the Owners or the Administrator to fail to qualify as a grantor trust for United States federal income tax purposesmake any decisions regarding such asset other than the servicing of the asset.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authorityauthority without further trust action, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and to issue the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificates; (c) Certificates and to acquire certain property pay interest on and assets from principal of the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Notes to the Noteholders and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale Agreement from the Depositor pursuant to the terms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Designated Certificateholder Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (dc) to assign, grantXxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ed) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee, Depositor and Administrator is hereby authorized to engage in the foregoing activities in the name and on behalf of the Issuer. Neither the Issuer nor the Depositor, the Administrator, or the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sellsell the Notes and the Certificates upon the written order of the Depositor; (ii) to enter into and perform its obligations under any interest rate protection agreement or agreements between the Trust and one or more counterparties, transfer including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or exchange any combination of any of the foregoing; (iii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (div) to assignpay interest on and principal of the Notes and distributions on the Certificates; (v) to purchase on the Closing Date and from time to time thereafter one or more pools of receivables, grant, transfer, pledge, mortgage and convey consisting of motor vehicle retail installment sale contracts; (vi) to Grant the Owner Trust Estate (other than each Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (evii) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fviii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersNoteholders and the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2016-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2016-A Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2022-A Series Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersTrust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. 2 (NALT 2022-A Amended and Restated Trust Agreement) (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2014-B SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2014-B Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Holders, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange the Notes and the CertificatesTrust Certificates for the Trust Estate pursuant to the Sale and Servicing Agreement; (cii) to acquire certain the Contracts and other property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustServicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Holders pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersHolders and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in any business operations or any activities other than those set forth in the foregoingintroductory sentence of this Section. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust Estate under SECTION 1.01, or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to fail to qualify accomplish the purpose of this Trust as a grantor trust for United States federal income tax purposesset forth in the introductory sentence of this Section.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to fund the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (diii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the terms Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement the Sale and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into the Swap Agreement; (v) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement) and the filing of state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities, subject to any limitations contained in the Basic Documents: (ai) to receive, acquire, manage own, hold, administer, service and hold enter into agreements for the Receivablesservicing of, finance, manage, sell, assign, pledge, collect amounts due on, lease, operate and otherwise deal with the Trust Property; (ii) to authorize, offer, sell, transfer or deliver, or participate in the authorization, offering, issuance, sale, transfer or delivery of Trust Certificates evidencing or secured by interests in the Trust Property; (iii) to borrow money from one or more lenders and to pledge, assign or otherwise convey as collateral and security therefore all or any part of the Trust Property, including without limitation the borrowing and pledging contemplated under the Loan Agreement and the Custodial Agreement as provided in the Basic Documents. (iv) to negotiate, authorize, execute, deliver and perform, or accept by assignment, any agreement or instrument or document relating to the activities set forth in paragraphs (i), (ii) and (iii) above, including, but not limited to, the Basic Documents, and any trust agreement, sale and servicing agreement, pooling and servicing agreement, indenture, reimbursement agreement, credit support agreement, purchase agreement, indemnification agreement, placement agreement, certificate purchase agreement or underwriting agreement and related agreements, documents and certificates (including uniform commercial code financing statements); and (v) to do such other things and carry on any other activities which the Board of Managers determines to be necessary, convenient or incidental to any of the foregoing purposes, and have and exercise all of the power and rights conferred upon statutory trusts formed pursuant to the Act in furtherance of the foregoing. (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to Notwithstanding any provision of this Agreement, the Trust shall be subject to the following restrictions: (i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur, create or assume any indebtedness; (ii) the Trust shall not engage in any dissolution, liquidation, consolidation, merger or, other than as permitted by the Basic Documents and related documentation, sale of assets; (iii) the Trust shall not engage in any business activity not permitted hereunder or in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation; and (iv) the Trust shall not form, or cause to sellbe formed, transfer any subsidiaries and shall not own or exchange acquire any asset other than as contemplated by the Notes Basic Documents and the Certificates;related documentation. (c) to acquire certain property and assets from In furtherance of the Depositor on the Closing Date pursuant to foregoing limitations, the Trust Sale Agreement shall: (i) maintain the Trust’s books and records separate from any other Further Transfer AgreementsPerson or entity; (ii) maintain the Trust’s bank accounts separate from any other Person or entity; (iii) not commingle the Trust’s assets with those of any other person or entity and maintain its assets and liabilities in such a manner that it is not costly or difficult to segregate, to make payments to ascertain or identify such assets and liabilities from those of any other Person or entity; (iv) conduct the Noteholders and Trust’s affairs in the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses name of the Trust; (dv) to assignother than as contemplated by the Basic Documents and related documentation, grant, transfer, pledge, mortgage pay the Trust’s liabilities and convey the Owner Trust Estate pursuant to the terms expenses only out of the Indenture Trust’s funds as the same become due and payable; (vi) observe all formalities required under the Act; (vii) enter into transactions with Affiliates or the Depositor only if each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm’s length transaction with a person or entity that is not an Affiliate; (viii) not guarantee or become obligated for the debts of any other Person; (ix) not hold out the Trust’s credit as being available to holdsatisfy the obligation of any other person or entity; (x) not acquire the obligations or securities of the Trust’s Affiliates, manage Owners or the Depositor; (xi) other than as contemplated by the Basic Documents and distribute related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other Person or entity; (xii) other than as contemplated by the Certificateholders pursuant Basic Documents and related documentation, not pledge the Trust’s assets for the benefit of any other Person or make any loan or advance to any other Person; (xiii) hold the terms Trust out as a separate entity (except that the Trust may elect to be a disregarded entity for tax purposes) and conduct any business only in its own name; (xiv) correct any known misunderstanding regarding the Trust’s separate identity; (xv) not identify the Trust as a division of this Agreement any other person or entity; (xvi) maintain appropriate minutes or other records of appropriate actions and shall maintain its office separate from the Servicing Agreement offices of the Depositor, although it may lease space from the Depositor or any portion other Affiliate provided that it shall allocate fairly and reasonably any overhead for shared office space; (xvii) maintain separate financial statements showing the assets and liabilities of the Trust Estate released separate and apart from the lien of, and remitted to those of any other person (except that the Trust pursuant to, also may be included in consolidated financial statements if such consolidated financial statements contain a note stating that the IndentureTrust is a separate entity); (exviii) to enter into pay the salaries of its own employees, if any, and perform maintain a sufficient number of employees in light of its obligations and exercise its rights under the Basic Documents to which it is to be a partycontemplated business operations; (fxix) to engage in those activitiesuse its own stationary, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewithinvoices and checks; and (gxx) subject to compliance with the Basic Documents, to engage maintain adequate capital in such other activities as may be required in connection with conservation light of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesits contemplated business operations.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2016-B SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2016-B Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Assets, and collect and disburse the periodic income therefrom for the use and benefit of the Equity Certificateholder, and in furtherance of such purpose the Trust shall have the power and authority, authority to engage in do the following activitiesfollowing: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsEquity Certificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust (to the extent not paid by the Trust Depositor or the Servicer or Administrator); and to pay the balance to the Owner from time to time pursuant to the Pooling Agreement; (diii) to assignacquire, granthold, transfermanage, pledgedistribute, mortgage and convey dispose of, release or convey, to or at the direction of the Owner Trust Estate pursuant to the terms of the Indenture and to holdPooling Agreement, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from Assets in the lien of, manner described in and remitted pursuant to the Trust pursuant to, the IndenturePooling Agreement; (eiv) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be or becomes a party; (fv) to engage in those activities, including entering into into, executing, delivering, and performing agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the SecurityholdersOwner and the Noteholders. (b) The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by foregoing. Nothing contained herein shall be deemed to authorize the terms of this Agreement or the other Basic Documents. Notwithstanding anything Trust to the contrary in this Agreement or engage in any other document, neither the Trust nor the Owner Trustee (nor business operations or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoingthose set forth in this Section 2.03. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust to fail to qualify as a grantor trust for United States federal income tax purposesAssets, or otherwise vary the assets held by the Trust.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and distributions on the Certificates; (b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing;] (c) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and the Yield Supplement Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2012-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificatesCertificate and to pay interest on and principal of the Notes and distributions on the Certificate; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing; (c) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date Seller pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2017-B SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2017-B Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2023-B Series Certificate from the Depositor on and the Closing Date pursuant other property of the Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal on the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions with the approval of the Rating Agencies (or satisfaction of the Rating Agency Condition) at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; andprovided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and to issue the Certificates Certificates, pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments pay interest on and principal of the Notes to the Noteholders and to make distributions to the CertificateholdersCertificateholder; (b) to acquire the motor vehicle receivables and related property from the Depositor pursuant to the terms of the Sale Agreement, to make or cause to be made deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer to the extent not paid by the Depositor; (dc) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersEstate. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities: (ai) to acquireexecute and file on behalf of the Owner, manage and hold the ReceivablesRegistration Statement; (bii) to establish one or more Issuers which will acquire the Student Loans and issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificatesBonds; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fiii) to engage in those activities, including entering into agreements, activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (giv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the SecurityholdersOwner. The Until the last Indenture is discharged, the Trust shall not engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement or and the other Basic Documents. Notwithstanding anything Indentures, except as are incidental to and necessary to accomplish such activities. (b) Until the contrary in this Agreement or in any other documentlast Indenture is discharged, neither the operations of the Trust nor shall be conducted in accordance with the following standards: (i) the Trust will act solely in its own name and the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds agents selected in accordance with this Agreement will act on behalf of the Trust or engage in activities other than subject to direction by the foregoingOwner as provided herein; (ii) the Trust's funds and assets shall at all times be maintained separately from those of the Owner and any of its Affiliates; (iii) The Trust shall maintain complete and correct books, and, in particular neither and records of accounts; (iv) the Trust nor shall conduct its business at the office of the Owner Trustee and will use stationery and other business forms of the Trust under its own name and not that of the Owner or any of its Affiliates, and will avoid the appearance (nor x) of conducting business on behalf of the Owner or any agent Affiliate of either personthe Owner or (y) that the assets of the Trust are available to pay the creditors of the Owner Trustee or the Owner; (v) the Trust's operating expenses shall be authorized or empowered to do anything that would cause paid out of its own funds; (vi) the Trust shall not hold itself out as being liable for the debts of the Owner, any Issuer, or any Affiliates of the Owner or Issuer; and (vii) the Owner shall take such actions as may be necessary to fail to qualify as a grantor trust for United States federal income tax purposesauthorize actions of the Trust.

Purposes and Powers. The sole purpose of the Trust isis to conserve the Trust Property and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders and the Noteholders, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the Certificates; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders Notes and the CertificateholdersCertificates, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance (net of the Pre-Funded Amount, if any) to the Seller pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the terms Indenture for the benefit of the Indenture Noteholders and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement the Sale and the Servicing Agreement any portion of the Trust Estate Property released from the lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Related Documents to which it is or is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities and any activities that are necessary or incidental thereto. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the other Basic Related Documents. Notwithstanding anything to the contrary in this Agreement or in any other documentSimilarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the foregoing, and, purpose of this Trust as set forth in particular neither the Trust nor the Owner Trustee (nor any agent introductory sentence of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesthis Section.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (ai) to acquire, manage acquire the Owner Trust Estate pursuant to Article II of the Sale and hold the ReceivablesServicing Agreement; (bii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, to sell and to sell, transfer or exchange the Notes and to transfer the Certificate to the Transferor and to pay interest on and principal of the Notes and distributions on the Certificates; (ciii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to fund the Noteholders Spread Account and the CertificateholdersClass B Reserve Account, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up balance to the Transferor pursuant to the Sale and transactional expenses of the TrustServicing Agreement; (div) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the terms Indenture for the benefit of the Indenture Note Insurer and the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this the Sale and Servicing Agreement and the Servicing Spread Account Agreement any portion of the Trust Estate Pledged Property released from the lien of, and remitted to the Trust pursuant to, Lien of the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. (b) The Trust's only assets shall be the Owner Trust Estate. Notwithstanding anything Other than the Notes, the Trust shall not secure any indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the contrary transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as responsible for the debts and obligations of the Owner Trustee, the Certificateholder, LBAC, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with the specific limitations set forth in this Agreement or and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other document, neither Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and the Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC or the Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by each of the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (nor m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any agent time institute against any Certificateholder, or join in any institution against any Certificateholder of either personany bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be authorized the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Certificateholder, and the Certificateholder may not perform any of the Trust's duties or empowered obligations. (p) The Certificates shall entitle the Certificateholder only to acquire the benefits and distributions as are expressly set forth in this Agreement. (q) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (r) The Trust shall not consensually merge or consolidate with any other investmentsof WTC, reinvest the Owner Trustee, the Transferor, LBAC or the Certificateholder. (s) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any proceeds action if such action or inaction would be contrary to any obligation of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent under this Agreement or contrary to the limited purposes of either person) the Trust, and the Owner Trustee shall be authorized under no obligation to comply with any such request or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesinstruction if given.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and to Spread Account, pay the organizational, start-up and transactional expenses of the TrustTrust and pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Owners and the Noteholders. (b) The Trust shall also have the power to actively invest, at its discretion, in United States Treasury securities for the purposes of realizing a gain; provided, however, that (i) the Trust must not invest more than $100,000 in such securities and (ii) the funds used to purchase such securities must not be subject to the lien of the Indenture. (c) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required those set forth in Sections 2.03(a) and 2.03(b). Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or authorized otherwise vary the assets held by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary Trust, except as set forth in this Agreement or in any other documentSection. Similarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered have no discretionary duties other than performing those ministerial acts set forth above necessary to acquire any other investments, reinvest any proceeds accomplish the purpose of the Trust or engage as set forth in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either personSections 2.03(a) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesand 2.03(b).

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage in the following activities: (ai) to acquireprepare and deliver a Prospectus, manage a Prospectus Supplement and hold other offering materials in connection with public issuance and sale of the ReceivablesBonds; (bii) to acquire a pool of Student Loans and to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificatesBonds; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fiii) to engage in those activities, including entering activities and to enter into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (giv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to Owners. Until the Securityholders. The Indenture is discharged, the Trust shall not engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement or and the other Basic Documents. Notwithstanding anything Indenture, except as are incidental to and necessary to accomplish such activities. (b) Until the contrary in this Agreement or in any other documentIndenture is discharged, neither the operations of the Trust nor shall be conducted in accordance with the following standards: (i) the Trust will act solely in its own name and the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds agents selected in accordance with this Agreement will act on behalf of the Trust or engage subject to direction by the Owners as provided herein, but such action shall not be in activities other than violation of the foregoingterms of this Agreement; (ii) the Trust's funds and assets shall at all times be maintained separately from those of the Owners and any of their respective Affiliates; (iii) The Trust shall maintain complete and correct books, andminutes of the meetings and proceedings of the Owners, in particular neither and records of accounts; (iv) the Trust nor shall conduct its business at the office of the Owner Trustee and will use stationery and other business forms of the Trust under its own name and not that of the Owners or any of their respective Affiliates, and will avoid the appearance (nor x) of conducting business on behalf of any agent Owner or any Affiliate of either personan Owner or (y) that the assets of the Trust are available to pay the creditors of the Owner Trustee or any Owner; (v) the Trust's operating expenses shall be authorized or empowered to do anything that would cause paid out of its own funds; (vi) the Trust shall not hold itself out as being liable for the debts of any Owner or any Affiliates of any Owner; and (vii) the Owners of the Trust Certificates shall meet at least once each year (which meeting may be by telephonic conference, if not held in the State of Delaware) and take such actions as may be necessary to fail authorize actions of the Trust, copies of the minutes of such meetings shall be promptly delivered to qualify the Owner Trustee; provided, that any Owner that has the right to vote as a grantor trust for United States federal income tax purposesto any matter shall be given notice thereof at least seven days in advance of any such vote, which notice may be waived by such Owner in writing.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2017-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; 2 (2017-B Amended and Restated Trust Agreement) (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such derivative transactions, at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables;Receivables and the Related Security, (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and to transfer and exchange the Certificates;, (c) to acquire certain property and assets from the Depositor on the Closing Date Seller pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsPooling Agreement, to make payments or distributions on the Securities to the Noteholders and the CertificateholdersSecurityholders, to make deposits into and withdrawals from accounts established pursuant to the Reserve Account Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust;, (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Pooling Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture;, (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;, (f) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; , including entering into interest rate swaps and caps and other derivative instruments, and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Securityholders; provided, however, that the Trust may enter into derivatives only if such derivatives are passive and entered into substantially concurrent with the execution of this Agreement or, if entered into after the execution of this Agreement, are entered into to replace a terminated derivative. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authorityauthority and is hereby authorized, and each of the Trustees in the name and on behalf of the Trust is hereby authorized, to engage in the following activities and only these activities: (ai) to acquire, To acquire and manage Trust Loans in accordance with the terms and hold conditions of the ReceivablesLoan Program Agreement and the Special Servicing Agreement; (bii) To engage in those activities and to issue enter into such agreements that are required in connection with the Notes Participation Account, including distributions made to the Participation Account pursuant to the Indenture Loan Program Agreement and the Certificates pursuant to this Participation Account Deposit Agreement, and to sell, transfer or exchange the Notes and the Certificates; (ciii) to acquire certain property To enter into, execute, deliver and assets from the Depositor on the Closing Date pursuant to perform the Trust Sale Agreement Related Agreements and any other Further Transfer Agreements, to make payments to provide for the Noteholders administration of the Trust and the Certificateholders, to make deposits into servicing and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses management of the TrustTrust Loans; (div) to assign, grant, transfer, pledge, mortgage To engage in those activities and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gv) subject to compliance with the Basic Documents, to To engage in such other activities as may be required in connection with conservation the acquisition, management or disposition of the Owner Trust Estate Property and Distributions to Owners. (b) The operations of the Trust shall be conducted as follows: (i) The Trust will act solely in its own name and the making Trustee or other agents selected in accordance with this Agreement will act on behalf of distributions the Trust subject to direction by the SecurityholdersOwners or SunTrust, as applicable, and as provided herein, but such action shall not be in violation of the terms of this Agreement; (ii) The Trust shall ensure that all Recoveries on the Charged Off Loans shall be deposited into the Participation Account in accordance with the terms and conditions of the Loan Program Agreement and the Special Servicing Agreement; (iii) The Trust shall ensure that all collections on the Purchased Loans shall be deposited into the [NCF II Account] in accordance with the terms and conditions of the Special Servicing Agreement; (iv) The Trust’s funds and assets shall at all times be maintained separately from those of the Owners and any of their respective Affiliates; (v) The Trust shall maintain complete and correct books, minutes of the meetings and proceedings of the Owners, and records of accounts; (vi) The Trust shall conduct its business at the office of the Resident Trustee and will use stationery and other business forms of the Trust under its own name and not that of the Owners or any of their respective Affiliates, and will avoid the appearance (A) of conducting business on behalf of any Owner or any Affiliate of an Owner or (B) that the assets of the Trust and the Trust Loans are available to pay the creditors of the Trustees or any Owner. For the avoidance of doubt, the assets of the Trust shall not include the Participation Account; (vii) To the extent not otherwise paid by another Person, the Trust’s operating expenses shall be paid out of its own funds, which shall not include any funds in the Participation Account; and (viii) The Trust shall not engage incur, guarantee or assume any debt nor hold itself out as being liable for the debts of any entity, including any Owner or any Affiliates of any Owner. (c) For the avoidance of doubt, the Trust shall not have the power or authority to sell or otherwise dispose of any Charged Off Loans except for depositing Recoveries in any activity other than the Participation Account in connection accordance with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds and conditions of the Trust or engage in activities other than Loan Program Agreement and the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesSpecial Servicing Agreement.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2014-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2015-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2015-A Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2021-A Series Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersTrust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. 2 (NALT 2021-A Amended and Restated Trust Agreement) (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificatesCertificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing;] (c) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date Seller pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement Residual Interestholder any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersResidual Interestholder and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (ai) to acquire, manage acquire and hold the assets of MART II, including the Receivables, and the proceeds of those assets; (bii) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and upon the Certificateswritten order of the Depositor; (ciii) to acquire certain property enter into and assets from the Depositor on the Closing Date pursuant to perform its obligations under any interest rate protection agreement or agreements between the Trust Sale Agreement and one or more counterparties, including any other Further Transfer Agreementsconfirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to make payments enter into any of the foregoing, or any combination of any of the foregoing; (iv) with the proceeds of the sale of the Notes to the Noteholders and the Certificateholders, to make deposits into and withdrawals from fund the Reserve Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (dv) to pay interest on and principal of the Notes and distributions on the Certificates; (vi) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (evii) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fviii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersNoteholders and the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding In addition, notwithstanding anything to the contrary in this Agreement herein or in any other documentBasic Document, neither the Trust nor shall not take any action (i) inconsistent with the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds derecognition of the Trust Receivables under GAAP or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either personii) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as become a grantor trust for United States federal income tax purposesmember of MMCA's consolidated group under GAAP.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2012-B SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2012-B Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2018-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2018-A Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Assets, and collect and disburse the periodic income therefrom for the use and benefit of the Equity Certificateholder, and in furtherance of such purpose the Trust shall have the power and authority, authority to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsEquity Certificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust (to the extent not paid by the Depositor, the Servicer, or Administrator); and to pay the balance to the Equity Certificateholder from time to time pursuant to the Pooling Agreement; (diii) to assignacquire, granthold, transfermanage, pledgedistribute, mortgage and convey dispose of, release or convey, to or at the Owner Trust Estate direction of the Equity Certificateholder pursuant to the terms of the Indenture and to holdPooling Agreement, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from Assets in the lien of, manner described in and remitted pursuant to the Trust pursuant to, the IndenturePooling Agreement; (eiv) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Note Depositary Agreement and the Trust Agreement Transaction Documents to which it is to be or becomes a party; (fv) to engage in those activities, including entering into into, executing, delivering, and performing agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Trust Agreement Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the SecurityholdersEquity Certificateholder and the Noteholders. (b) The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by foregoing. Nothing contained herein shall be deemed to authorize the terms of this Agreement or the other Basic Documents. Notwithstanding anything Trust to the contrary in this Agreement or engage in any other document, neither the Trust nor the Owner Trustee (nor business operations or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoingthose set forth in this Section 2.03. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust to fail to qualify as a grantor trust for United States federal income tax purposesAssets, or otherwise vary the assets held by the Trust.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property and assets from purchase the Receivables, to establish or cause to be established the Reserve Account, which the Depositor will initially fund on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsDate, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grantgxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such derivative transactions, at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificatesCertificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing;] (c) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date Seller pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust is, and the Trust shall have the power and authority, to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owner, and in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Trust Certificate pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesTrust Certificate; (cii) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersOwner and the Noteholders. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsforegoing. Notwithstanding anything Nothing contained herein shall be deemed to the contrary in this Agreement or in any other document, neither the Trust nor authorize the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in any business operations or any activities other than those set forth in the foregoingintroductory sentence of this Section. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to fail to qualify accomplish the purpose of this Trust as a grantor trust for United States federal income tax purposesset forth in the introductory sentence of this Section.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2024-A Series Certificate from the Depositor on and the Closing Date pursuant other property of the Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Underlying Trust is, and the Underlying Trust and the Underlying Trustee on behalf of the Underlying Trust shall have the power and authority, to engage in the following activities, and the activities incidental thereto: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Underlying Trust Certificate pursuant to this Agreement, Agreement and to sell, transfer or exchange pay distributions on the Notes and the CertificatesUnderlying Trust Certificate; (cii) to acquire certain property and own (through the Underlying Trustee) the Contracts and other related assets from set forth in the Depositor on the Closing Date pursuant to the Trust Sale and Servicing Agreement sold and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, starttransferred by Harley-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Davidson Customer Funding Corp. pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenturethereof; (eiii) to hold and distribute (through the Underlying Trustee) the Trust Estate; (iv) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party;; and (fv) to engage (through the Underlying Trustee) in those activities, including entering into agreementsagreements (including, without limitation, the Sale and Servicing Agreement, and the Administration Agreement), that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; provided, however, that nothing herein shall give the Underlying Trustee or any other person acting on behalf of the Underlying Trust the power to accept additional contributions[, and neither the Underlying Trustee nor any other person acting on behalf of the Underlying Trust shall have the “power to vary” the Contracts in a manner that would prevent the Underlying Trust from qualifying as a grantor trust for United Stated federal income tax purposes. (b) In addition, the Underlying Trust shall comply with the following requirements: (i) maintain books and records separate from any other Person; (ii) maintain its bank accounts separate from any other Person; (iii) conduct its permitted business in its own name and not that of the Harley-Davidson Credit or any Affiliate; (iv) other than as contemplated by the Transaction Documents, pay its own liabilities and expenses only out of its own funds; (v) not guarantee or become obligated for the debts of any other Person; (vi) not hold out its credit as being available to satisfy the obligation of any other Person; (vii) not acquire the obligations or securities of the Settlor or its Affiliates; (viii) other than as contemplated by the Transaction Documents, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other Person; (ix) other than as contemplated by the Transaction Documents and related documentation, not pledge its assets for the benefit of any other Person; (x) hold itself out as separate from the Certificateholder and not conduct any business in the name of the Certificateholder; (xi) correct any known misunderstanding regarding its separate identity; (xii) not identify itself as a division of any other Person; and (gxiii) subject to compliance except as required or specifically provided in this Agreement, conduct business with the Basic Documents, Certificateholder or any Affiliate thereof only on an arm’s-length basis. (c) The Underlying Trust (or the Underlying Trustee on behalf of the Underlying Trust) is hereby authorized to engage in such other the activities as may be required stated in connection with conservation of paragraphs (a) and (b) above. Neither the Owner Underlying Trust Estate and nor the making of distributions to the Securityholders. The Trust Underlying Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2013-A SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture;; 2 (NALT 2013-A Amended and Restated Trust Agreement) (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Assets, and collect and disburse the periodic income therefrom for the use and benefit of the Equity Certificateholder, and in furtherance of such purpose the Trust shall have the power and authority, authority to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsEquity Certificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust (to the extent not paid by the Trust Depositor or the Servicer or Administrator); and to pay the balance to the Owner from time to time pursuant to the Pooling Agreement; (diii) to assignacquire, granthold, transfermanage, pledgedistribute, mortgage and convey dispose of, release or convey, to or at the direction of the Owner Trust Estate pursuant to the terms of the Indenture and to holdPooling Agreement, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from Assets in the lien of, manner described in and remitted pursuant to the Trust pursuant to, the IndenturePooling Agreement; (eiv) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be or becomes a party; (fv) to engage in those activities, including entering into into, executing, delivering, and performing agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the SecurityholdersOwner and the Noteholders. (b) The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Trust to engage in any business operations or any activities other than as required those set forth in this Section 2.03. Specifically, the Trust shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Assets, or otherwise vary the assets held by the terms of this Agreement or the other Basic DocumentsTrust. Notwithstanding anything to the contrary in this Agreement or in any other documentSimilarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the foregoing, and, purpose of this Trust as set forth in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesthis Section 2.03.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, and is authorized, to engage in the following activities: (ai) to acquire, manage and hold the ReceivablesReceivables and the Related Security; (bii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and to transfer and exchange the Certificates; (ciii) to acquire certain property and assets from the Depositor on the Closing Date Seller pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsPooling Agreement, to make payments or distributions on the Securities to the Noteholders and the CertificateholdersSecurityholders, to make deposits into and withdrawals from the Reserve Account and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Pooling Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Securityholders; provided, however, that the Trust may enter into derivatives only if such derivatives are passive and entered into substantially concurrent with the execution of this Agreement or, if entered into after the execution of this Agreement, are entered into to replace a terminated derivative. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property with the proceeds of the sale of the Notes and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsCertificates, to make payments to purchase the Noteholders and the CertificateholdersReceivables, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition with respect to such derivative transactions, at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (cb) to acquire certain property and assets from purchase the Receivables, to establish or cause to be established the Reserve Account, which the Depositor will initially fund on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsDate, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (dc) to assign, grantxxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) to enter into derivative transactions upon the satisfaction of the Rating Agency Condition (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to such derivative transactions, at any time or from time to time after the issuance of the Notes. The notional amount of those derivatives may (but need not) exceed the amount of the Notes and need not relate to or counteract risks associated with the Notes or the Receivables; provided, however, that any payments to the applicable counterparties to the derivative transactions on any Payment Date are to be made only after all required payments to the Noteholders and deposits to the Reserve Account on such Payment Date; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gh) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Assets, and collect and disburse the periodic income therefrom for the use and benefit of the Equity Certificateholder, and in furtherance of such purpose the Trust shall have the power and authority, authority to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsEquity Certificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust (to the extent not paid by the Trust Depositor or the Servicer or Administrator); and to pay the balance to the Owner from time to time pursuant to the Pooling Agreement; (diii) to assignacquire, granthold, transfermanage, pledgedistribute, mortgage and convey dispose of, release or convey, to or at the direction of the Owner Trust Estate pursuant to the terms of the Indenture and to holdPooling Agreement, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from Assets in the lien of, manner described in and remitted pursuant to the Trust pursuant to, the IndenturePooling Agreement; (eiv) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Note Depositary Agreement and the Transaction Documents to which it is to be or becomes a party; (fv) to engage in those activities, including entering into into, executing, delivering, and performing agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the SecurityholdersOwner and the Noteholders. (b) The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by foregoing. Nothing contained herein shall be deemed to authorize the terms of this Agreement or the other Basic Documents. Notwithstanding anything Trust to the contrary in this Agreement or engage in any other document, neither the Trust nor the Owner Trustee (nor business operations or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoingthose set forth in this Section 2.03. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust to fail to qualify as a grantor trust for United States federal income tax purposesAssets, or otherwise vary the assets held by the Trust.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 2013-B SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates Certificate(s) pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificatesCertificate(s) and to pay interest on and principal of the Notes and distributions on the Certificate(s); (b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing;] (c) to acquire certain the property and assets set forth in the Sale and Servicing Agreement from the Depositor on the Closing Date Seller pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and to issue the Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificatesCertificates and to pay interest on and principal of the Notes to the Noteholders and to make distributions to the Certificateholders; (b) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing;] (c) to acquire certain the property and assets set forth in the Sale Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholdersterms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Designated Certificateholder Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (d) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and payments to the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust isis to manage the Trust Assets, and collect and disburse the periodic income therefrom for the use and benefit of the Equity Certificateholder, and in furtherance of such purpose the Trust shall have the power and authority, authority to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer AgreementsEquity Certificate, to make payments to purchase the Noteholders Contracts and the Certificateholdersother Trust Assets, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust (to the extent not paid by the Depositor, the Servicer, or Administrator); and to pay the balance to the Equity Certificateholder from time to time pursuant to the Pooling Agreement; (diii) to assignacquire, granthold, transfermanage, pledgedistribute, mortgage and convey dispose of, release or convey, to or at the Owner Trust Estate direction of the Equity Certificateholder pursuant to the terms of the Indenture and to holdPooling Agreement, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from Assets in the lien of, manner described in and remitted pursuant to the Trust pursuant to, the IndenturePooling Agreement; (eiv) to enter into into, execute, deliver and perform its obligations and exercise its rights under the Basic Note Depositary Agreement and the Transaction Documents to which it is to be or becomes a party; (fv) to engage in those activities, including entering into into, executing, delivering, and performing agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the SecurityholdersEquity Certificateholder and the Noteholders. (b) The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by foregoing. Nothing contained herein shall be deemed to authorize the terms of this Agreement or the other Basic Documents. Notwithstanding anything Trust to the contrary in this Agreement or engage in any other document, neither the Trust nor the Owner Trustee (nor business operations or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoingthose set forth in this Section 2.03. Specifically, and, in particular neither the Trust nor the Owner Trustee (nor shall have no authority to engage in any agent of either person) shall be authorized business operations, or empowered to do anything that would cause acquire any assets other than those specifically included in the Trust to fail to qualify as a grantor trust for United States federal income tax purposesAssets, or otherwise vary the assets held by the Trust.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificatesNotes; (cii) to acquire certain property and assets from with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to purchase the Noteholders and the CertificateholdersContracts, to make deposits into and withdrawals from fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement Sale and the Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Owners and the Noteholders. (b) The Trust shall also have the power to actively invest, at its discretion, in United States Treasury securities for the purposes of realizing a gain; provided, however, that (i) the Trust must not invest more than $100,000 in such securities and (ii) the funds used to purchase such securities must not be subject to the Lien of the Indenture. (c) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required those set forth in subsections (a) and (b) of this Section. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or authorized otherwise vary the assets held by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary Trust, except as set forth in this Agreement or in any other documentSection. Similarly, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered have no discretionary duties other than performing those ministerial acts set forth above necessary to acquire any other investments, reinvest any proceeds accomplish the purpose of the Trust or engage as set forth in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee subsections (nor any agent a) and (b) of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposesthis Section.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Trust Issuing Entity shall have the power and authorityauthority and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (cii) to acquire certain property and assets the 20[●]-[●] SUBI Certificate from the Depositor on and the Closing Date pursuant other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the issuance of the Trust Sale Agreement and any other Further Transfer Agreements, to make payments Certificate to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustDepositor; (diii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the terms of Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));] (vii) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to [the Securityholders. Swap Counterparty,] the Trust Certificateholders and the Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Owner Trust is, and the Trust Owner Trustee shall have the power and authority, on behalf of the Owner Trust to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificatesCertificate; (cb) to acquire certain the property and assets set forth in the Deposit and Administration Agreement from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreementsterms thereof, to make payments to or distributions on the Noteholders Notes and the Certificateholders, Certificate and to make deposits into to and withdrawals from the Reserve Account and to pay other accounts established under the organizational, start-up and transactional expenses of the TrustIndenture; (dc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement the Deposit and the Servicing Administration Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (ed) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. The Trust Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to For purposes of SFAS 140, the contrary in this Agreement or in any other document, neither the Trust nor parties hereto intend that (a) the Owner Trustee (nor any agent of either person) Trust shall be authorized or empowered to acquire treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any other investments, reinvest any proceeds successor rule thereto and (b) the power and authority of the Owner Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) as stated this Section 2.3 shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposeslimited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Trust is, and the ------------------- Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (bi) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and the Trust Certificates; (cii) to acquire certain property enter into the transactions contemplated by the Sale and assets from Servicing Agreement; (iii) with the Depositor on proceeds of the Closing Date pursuant to sale of the Trust Sale Agreement and any other Further Transfer AgreementsNotes, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement; (div) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account) to the Indenture Trustee pursuant to the terms Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders and the Transferor pursuant to the terms of this Agreement the Sale and the Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.