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 solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell the Notes upon and the written order of the DepositorCertificates; (ii) to use with the proceeds of the sale of the NotesNotes and the Certificates, at to purchase the direction of the DepositorReceivables, to fund the Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (v) to sell the Fixed Value Payments to the Depositor and, if requested by the Company (as assignee of the Depositor), subsequently to acquire the Fixed Value Payments and to issue and sell the Fixed Value Securities; (vi) to engage in those activities, including entering into agreements, that are necessary or suitable to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Owners and the Noteholders and in respect of the Certificateholders; and (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 therewithFixed Value Securities. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (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 (vii) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, establish or cause to fund be established the Reserve AccountAccount which the Depositor will initially fund on the Closing Date, 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

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: (i1) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the DepositorCertificates; (ii2) to use acquire, purchase, hold, manage, dispose of, distribute, and otherwise deal with the Trust Property in accordance with the Basic Documents; (3) with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorCertificates, to fund the Reserve Account, Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv4) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than Property to the Certificate Payment Account and the proceeds thereof) Trust Collateral Agent pursuant to the Indenture Trustee for the benefit of the Noteholders and the Seller pursuant to the terms of the Indenture; (v5) to enter into into, execute, deliver and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (vii6) 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; (7) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Property and the making of distributions to the Certificateholders and the Noteholders; and (8) at any time to enter into derivatives transactions. 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 Transaction Basic Documents.

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: (i1) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the DepositorCertificates; (ii2) to use acquire, purchase, hold, manage, dispose of, distribute, and otherwise deal with the Trust Property in accordance with the Basic Documents; (3) with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorCertificates, to fund the Reserve Account, Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv4) to assign, grantxxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate (other than Property to the Certificate Payment Account and the proceeds thereof) Trust Collateral Agent pursuant to the Indenture Trustee for the benefit of the Noteholders and the Seller pursuant to the terms of the Indenture; (v5) to enter into into, execute, deliver and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (vii6) 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; (7) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Property and the making of distributions to the Certificateholders and the Noteholders; and (8) at any time to enter into derivatives transactions. 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates Transferor Interest pursuant to this Agreement, Agreement and to sell the such Notes upon the written order of the Depositorand Transferor Interest; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorTransferor Interest, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Depositor, or at the direction of the Depositor, to pay the Seller, as its interests may appear pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Transferor pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (v) to engage in those activities, including executing agreements, instruments and certificates, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 therewithTransferor. 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: : (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, Owner Trust Agreement and to sell the Notes upon and the written order of the Depositor; Certificate; (ii) to use purchase the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, Grantor Trust Certificate 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; Trust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Grantor Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; ; (iv) to terminate the Grantor Trust Agreement and to assign, grant, transfer, pledge and convey the Home Loans in connection with any such termination, (v) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; ; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholder 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 Owner Trust Agreement or the other Transaction DocumentsBasic Documents while any Note is outstanding without the consent of the Holder of the Certificate and the Indenture Trustee.

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 solely and the Owner Trustee in the following activitiesname and on behalf of the Trust is hereby authorized and empowered without further trust action: (i) to issue execute, issue, deliver and cause to be authenticated the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell transfer the Notes upon and the written order of Trust Certificates to the Depositor; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorExchange Notes, to fund 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grantgxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to to, the Indenture; (viv) to enter into into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (viv) subject to compliance with the 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 Noteholders and the CertificateholdersEstate; and (viivi) to engage in those activities, including entering into agreementsagreements and executing and delivering documents and instruments, 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. 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 Transaction Documents.

Purposes and Powers. [To be modified as applicable] (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell the Notes upon and the written order Certificates to or at the direction of the Depositor; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorCertificates, to fund purchase the Reserve Account, Loan Assets and to pay the any organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iii) to pay interest on enter into and principal of perform its obligations under the Notes Swap Agreements and to pay Excess Collections to the CertificateholdersRate Protection Agreements; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Owners pursuant to the terms of the Transfer and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (v) to enter into and perform its obligations under the Transaction Operative Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 (vii) subject to compliance with the Operative Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Owners 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 Transaction Operative Documents. The parties hereto agree that this Agreement is a “declaration of trust” for purposes of FHA Regulations.

Purposes and Powers. The purpose of the Trust isis to, and the Trust shall have the power and authorityauthority to and is hereby authorized to, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Trust Certificate pursuant to this Agreement, Trust Agreement and to sell the Notes upon the written order of the Depositorin one or more transactions; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the Depositor, Financed Student Loans and to fund the Reserve Account, Pre-Funding Account in order to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor purchase Additional Student Loan pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the holder of the Trust Certificate pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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. The Trust is hereby authorized ; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the foregoing activitiesTrust Estate and the making of distributions to the holder of the Trust Certificate, the holders of the Notes and the others specified in Section 5.05 of the Sale and Servicing Agreement. 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates Transferor Interest pursuant to this Agreement, Agreement and to sell the such Notes upon the written order of the Depositorand Transferor Interest; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorTransferor Interest, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Depositor, or at the direction of the Depositor, to pay the Seller, as its interests may appear pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Transferor pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (v) To engage in those activities, including executing agreements, instruments and certificates, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 therewithTransferor. 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 Transaction Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the DepositorTrust Certificates; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorTrust Certificates, to fund the Reserve Account, Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant Initial Beneficial Holder as payment of purchase price with respect to the Sale and Servicing AgreementMortgage Loans; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Certificateholders 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than to the Certificate Payment Account and the proceeds thereof) Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Certificateholder 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, Issuing Entity is to engage solely in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositorsuch Notes; (iib) to use with the proceeds of the sale of the Notes, at the direction of the DepositorNotes and Certificates, to fund purchase the Reserve Account, Mortgage Loans to pay be included in the organizational, start-up and transactional expenses of the Owner Trust and to pay the balance to Estate from the Depositor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (ivc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders any portion of the Owner Trust Estate released from the lien of, and remitted to the Issuing Entity pursuant to to, the Indenture; (vd) to enter into and perform its obligations under the Transaction Basic Documents to which it is or is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viie) 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) 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 and payments to the Noteholders and the Certificateholders; and (g) to issue the Certificates pursuant to this Agreement. The Trust Issuing Entity is hereby authorized by the initial beneficiary and the Certificateholders to engage in the foregoing activities. 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 Transaction Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authorityauthority and is authorized, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of acquire the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates and to pay hold and manage the balance to the Depositor Trust Estate pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grantxxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate (other than pursuant to, and on the Certificate Payment Account terms and the proceeds thereof) to conditions set forth in, the Indenture Trustee and to hold, manage and distribute to Certificateholders pursuant to the Indentureterms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (viv) to enter engage in those activities, including entering into and perform its obligations under performing such agreements (including, without limitation, the Transaction Documents Basic Documents) that are necessary, suitable or convenient to which it is to be a party;accomplish the foregoing or are incidental thereto or connected therewith; and (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Certificateholders; andDepositor, the Servicer, the Administrator and third parties, if any. (viib) 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. 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 and as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. 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 solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, to sell the Notes, and the Certificates to issue Residual Interest Instruments pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorContracts, to fund 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey ("GRANT") the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Owners pursuant to the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders Owners and the CertificateholdersNoteholders; and (viivi) 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. 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the DepositorTrust Certificates; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorTrust Certificates, to fund the Reserve Account, Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant Seller as payment of purchase price with respect to the Sale and Servicing AgreementMortgage Loans; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Certificateholders 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates Trust Securities pursuant to this Agreement, Agreement and to sell the such Notes upon the written order of the Depositorand Trust Securities; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorTrust Securities, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor and the Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (v) 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 (vi) subject to compliance with the 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 Noteholders Owners and the Certificateholders; and (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 therewithNoteholders. 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, Pre-Funding Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Sponsor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Operative Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) subject to compliance with the Operative 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 Certificateholders 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 Transaction Operative Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use acquire the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up Receivables and transactional expenses of the Trust and to pay the balance to related property from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than pursuant to, and on the Certificate Payment Account terms and conditions set forth in, the proceeds thereof) Indenture and to hold, manage and distribute to the Indenture Trustee Certificateholders pursuant to the Indentureterms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. 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 and as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and; (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 (viii) [to enter into interest rate swaps in connection with the Notes.] 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up startup and transactional expenses of the Trust and to pay the balance to the Depositor Sponsor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Operative Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) subject to compliance with the Operative 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 Certificateholders 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 Transaction Operative Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Trust Agreement and to sell the Notes upon and the written order of the DepositorCertificates; (ii) to use purchase the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, Mortgage Loans 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 AgreementTrust; (iii) to pay interest on assign, grant, transfer, pledge and principal convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Notes Mortgage Loans released from the Lien of, and to pay Excess Collections remitted to the CertificateholdersTrust pursuant to the Indenture; (iv) to assign, grant, transfer, pledgeown, mortgage pledge and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the IndentureMortgage Loans in connection with any such termination; (v) to enter into and perform its obligations under the Transaction Operative Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vii) subject to compliance with the Operative 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 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 Transaction Operative Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates Ownership Interest pursuant to this Agreement, Agreement and to sell the such Notes upon the written order of the Depositorand Ownership Interest; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorOwnership Interest, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Depositor, or at the direction of the Depositor, to pay the Seller, as its interests may appear pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Transferor pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (v) 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 (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 therewithTransferor. 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 Transaction Documents.

Purposes and Powers. The sole purpose of the Trust is, is 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, authority to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell the Notes upon and the written order of the DepositorCertificates; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the Depositor, to fund the Reserve AccountCertificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Property released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Related Documents to which it is or is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) subject to compliance with the Related Documents, to engage in such other activities as may be required in connection with conservation of the Trust Property and the making of distributions to the Certificateholders and the Noteholders. 2-1 The Trust is hereby authorized to engage in the foregoing activitiesactivities 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 Related Documents. Similarly, the Owner Trustee shall have no discretionary duties other Transaction Documentsthan 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.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the Depositorin one or more transactions; (ii) to use with the proceeds of the sale of the Notes, at to fund the direction Reserve Account pursuant to Section 2.9 of the DepositorAdministration Agreement, to fund the Reserve Account, Capitalized Interest Account pursuant to pay the organizational, start-up and transactional expenses Section 2.10 of the Trust Administration Agreement and to pay purchase the balance to the Depositor Trust Student Loans pursuant to the Sale Agreement and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to pay interest on and principal of Grant the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to the holder of the Excess Distribution Certificate pursuant to the terms of this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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. The Trust is hereby authorized ; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the foregoing activitiesTrust Estate and the making of distributions to the Noteholders and the others specified in Sections 2.7, 2.8 and 2.9 of the Administration Agreement. 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the an Indenture and the Certificates pursuant to this Agreement, Agreement and to sell the such Notes upon the written order of the Depositorand Certificates; (ii) to use with the proceeds of the sale of the Notes, at the direction of the DepositorNotes and Certificates, to fund make the Reserve AccountFund Initial Deposit and the Yield Maintenance Account Initial Deposit (each as defined in the Sale and Servicing Agreement), 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than pursuant to, and on the Certificate Payment Account terms and conditions set forth in, the proceeds thereof) Indenture and to hold, manage and distribute to the Indenture Trustee Certificateholders pursuant to the Indentureterms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth herein; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator or [and third party, if any]. 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 and as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (ii) to use assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iii) with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, Pre-Funding Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Sponsor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Certificateholders 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up startup and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Operative Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) subject to compliance with the Operative 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 Certificateholders 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 Transaction Operative Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (ii) to use assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iii) with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Sponsor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Certificateholders 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 Transaction Basic Documents.

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 solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Trust Agreement and to sell the Notes upon and the written order of the DepositorCertificates; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) Mortgage Loans pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholder pursuant to Section 5.01 herein, any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation if directed by holders of Certificates representing more than 50% of the Owner beneficial interests in the Trust, sell the Trust Estate and the making of distributions subsequent to the Noteholders and discharge of the Certificateholders; andIndenture, all for the benefit of the holders of the Certificates; (viivi) 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 (vii) 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 Certificateholder 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 Trust Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositorsuch Notes; (iib) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up startup and transactional expenses of the Trust and to pay purchase the Mortgage Loans to be included in the Owner Trust Estate from the Depositor with the balance to the Depositor of such funds pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (ivc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to to, the Indenture; (vd) to enter into and perform its obligations under the Transaction Basic Documents to which it is or is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viie) 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) 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 and payments to the Holders and the Noteholders; and (g) to issue the Certificates pursuant to this Agreement. The Trust is hereby authorized by the initial Certificateholders 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 Transaction Basic Documents.

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 solely in the following activities: (i) 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 the Notes upon and the written order of Trust Certificates to the Depositor; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorExchange Notes, to fund 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Documents [and Interest Rate Swap Agreements] to which it is to be a party; (viv) subject to compliance with the 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 Noteholders and the CertificateholdersEstate; and (viivi) 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. 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 Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the Depositorin one or more transactions; (ii) to use with the proceeds of the sale of the Notes, at to fund the direction Reserve Account pursuant to Section 2.9 of the DepositorAdministration Agreement, to fund the Reserve AccountCapitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to pay make the organizationalCollection Account Initial Deposit, start-up and transactional expenses of to purchase the Trust and to pay the balance to the Depositor Student Loans pursuant to the Sale Agreement and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to pay interest on and principal of Grant the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to the holder of the Excess Distribution Certificate pursuant to the terms of this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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. The Trust is hereby authorized ; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the foregoing activitiesTrust Estate and the making of distributions to the Noteholders and the others specified in Sections 2.7 and 2.8 of the Administration Agreement. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositorsuch Notes; (iib) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve AccountNotes and Certificates, to pay the organizational, start-up startup and transactional expenses of the Trust and to pay purchase the Mortgage Loans to be included in the Owner Trust Estate from the Seller with the balance to the Depositor of such funds pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (ivc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to to, the Indenture; (vd) to enter into and perform its obligations under the Transaction Basic Documents to which it is or is to be a party; (vie) to engage in those activities, including entering intos agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (f) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions and payments to the Noteholders and the Certificateholders; and (viig) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient issue the Certificates pursuant to accomplish the foregoing or are incidental thereto or connected therewiththis Agreement. The Trust is hereby authorized by the initial beneficiary and the Certificateholders 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 Transaction Basic Documents.

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: (i) to acquire, hold and manage the Trust Property; (ii) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (iiiii) to use in exchange for the proceeds of Notes and the sale of the Notes, at the direction of the DepositorCertificates, to fund purchase the Reserve AccountReceivables, to pay the organizational, start-up and transactional expenses of the Trust Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iiiiv) to pay interest on and principal of the Notes and to pay Excess Collections to distributions on the CertificateholdersCertificates; (ivv) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate (other than the Certificate Payment Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (vvi) to enter into and perform its obligations under the Transaction Deposit Account Agreements and the Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 (viii) 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 interest and principal payments to the Noteholders and distributions to 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (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 (vii) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

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: (i) to acquire, hold and manage the Trust Property; (ii) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (iiiii) to use in exchange for the proceeds of Notes and the sale of the Notes, at the direction of the DepositorCertificates, to fund acquire the Reserve Account, Receivables to pay the organizational, start-up and transactional expenses of the Trust Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iiiiv) to pay interest on and principal of the Notes and to pay Excess Collections to distributions on the CertificateholdersCertificates; (ivv) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate (other than the Certificate Payment Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (vvi) to enter into and perform its obligations under the Transaction Deposit Account Agreements and the Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 (viii) 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 interest and principal payments to the Noteholders and distributions to 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account and the Secondary Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (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 (vii) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

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: (i) to acquire, hold and manage the Trust Property; (ii) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes Agreement upon the written order of the Depositor; (iiiii) in exchange for the Notes and the Certificates, to use acquire the proceeds Receivables and funds in the amount of the sale of the Notes, at the direction of the Depositor, to fund the Reserve AccountInitial Deposit, to pay the organizational, start-up and transactional expenses of the Trust Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iiiiv) to pay interest on and principal of the Notes and to pay Excess Collections to interest and distributions on the CertificateholdersCertificates; (ivv) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate (other than the Certificate Payment Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (vvi) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (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 (viii) 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 interest and principal payments to the Noteholders and interest payments and distributions to 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 Transaction Basic Documents.

Purposes and Powers. The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income there from for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Residual Interest Certificate[s] pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorContracts, to fund cause the Reserve Account, Spread Account to be funded 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey ("Grant") the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Depositor pursuant to the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the CertificateholdersOwners; and (viivi) 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. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to execute and deliver the Basic Documents to which the Trust is a party and carry out the terms of such Basic Documents; (ii) to acquire, manage and hold the Loans and the Receivables; (iii) to issue the Notes pursuant to the Indenture and to sell, transfer or exchange the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the DepositorNotes; (iiiv) to use enter into one or more Interest Rate Cap Agreements; (v) to acquire property and assets from the proceeds of Transferor pursuant to the sale of the Notes, at the direction of the DepositorPooling and Servicing Agreement, to fund make payments or distributions to the Securityholders, to make deposits into and withdrawals from the Reserve Account, Account and other accounts established pursuant to the Basic Documents 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (ivvi) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than pursuant to the Certificate Payment Account terms of the Indenture and to hold, manage and distribute to the Registered Owners pursuant to the terms of this Agreement and the proceeds thereof) Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the lien of, and remitted to the Indenture Trustee Trust pursuant to to, the Indenture; (vvii) to enter into and perform its obligations and exercise its rights under the Transaction Basic Documents to which it is to be a party; (viviii) to engage in those activities, including entering into agreements, that are necessary, suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (ix) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Noteholders and the Certificateholders; and (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. The Trust is hereby authorized to engage in the foregoing activitiesSecurityholders. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes Bonds pursuant to the Indenture and the Certificates pursuant to this Agreement, Trust Agreement and to sell the Notes upon Bonds and the written order of the DepositorCertificates; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve 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 AgreementTrust; (iii) to pay interest on hold, assign, grant, transfer, pledge and principal convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pur suant to Section 5.01 any portion of the Notes Mortgage Loans released from the Lien of, and to pay Excess Collections remitted to the CertificateholdersTrust pursuant to the Indenture; (iv) to assign, grant, transfer, pledge, mortgage purchase and convey hold the Owner Initial Mortgage Loans pursuant to this Trust Estate (other than Agreement and to purchase and hold the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee Subsequent Mortgage Loans pursuant to the IndentureHome Equity Loan Purchase Agreement; (v) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation if directed by holders of Certificates representing more than 50% of the Owner beneficial interests in the Trust, sell the Trust Estate and the making of distributions subsequent to the Noteholders and discharge of the Certificateholders; andIndenture, all for the benefit of the holders of the Certificates; (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 (viii) 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 Certificateholder and the Bondholders. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the Depositorin one or more transactions; (ii) to use with the proceeds of the sale of the Notes, at to fund the direction Reserve Account pursuant to Section 2.9 of the DepositorAdministration Agreement, to fund the Reserve Account, Collection Account pursuant to pay the organizational, start-up and transactional expenses Section 2.3(f) of the Trust Administration Agreement and to pay purchase the balance to the Depositor Trust Student Loans pursuant to the Sale Agreement and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to pay interest on and principal of Grant the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to the holder of the Excess Distribution Certificate pursuant to the terms of this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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. The Trust is hereby authorized ; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the foregoing activitiesTrust Estate and the making of distributions to the Noteholders and the others specified in Sections 2.7, 2.8 and 2.9 of the Administration Agreement. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (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 (vii) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

Purposes and Powers. 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 solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Residual Interest Certificate[s] pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorContracts, to fund cause the Reserve Account, Spread Account to be funded 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey ("Grant") the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Depositor pursuant to the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the CertificateholdersOwners; and (viivi) 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. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (ii) to use the proceeds of the sale of the Notes, at the direction of the Depositor, Notes to fund the Reserve 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders;Certificates. (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (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 (vii) subject to compliance with the 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 Noteholders and the Certificateholders; and (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. 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 Transaction Documents.

Purposes and Powers. 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 Holders, and the Trust shall have the power and authority, in furtherance of such purpose to engage solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, to sell the Notes and the to issue Trust Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorUnderlying Certificates, to fund 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 Assignment Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey ("GRANT") the Owner Trust Estate (other than excluding the Certificate Payment Account and the proceeds thereofDistribution Account) pursuant to the Indenture Trustee and to hold, manage and distribute to the Holders pursuant to this Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders Holders and the CertificateholdersNoteholders; and (viivi) 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. 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 Transaction Basic Documents.

Purposes and Powers. The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income there from for the use and benefit of the Depositor, and the Trust shall have the power and authority, in furtherance of such purpose to engage solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Residual Interest Certificate pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorContracts, to fund the Reserve Account, Spread 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; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey ("Grant") the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Depositor pursuant to the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the CertificateholdersDepositor; and (viivi) 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. 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 Transaction Basic Documents.

Purposes and Powers. 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 solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Residual Interest Certificate[s] pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at to purchase the direction of the DepositorContracts, to fund cause the Reserve Account, Spread Account to be funded 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 AgreementTrust; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey ("Grant") the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage ----- and distribute to the Depositor pursuant to the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (viv) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the CertificateholdersOwners; and (viivi) 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. 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell the Notes upon the written order of the DepositorNotes; (ii) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement and this Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) Property to the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Property released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Related Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) subject to compliance with the Related Documents, to engage in such other activities as may be required in connection with conservation of the Trust Property and the making of distributions to the Certificateholders 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 expressly authorized by the terms of this Agreement or the other Transaction Related Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositorsuch Notes; (iib) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up startup and transactional expenses of the Trust and to pay purchase the Mortgage Loans to be included in the Owner Trust Estate from the Depositor with the balance to the Depositor of such funds pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (ivc) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders any portion of the Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to to, the Indenture; (vd) to enter into and perform its obligations under the Transaction Basic Documents to which it is or is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viie) 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) 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 and payments to the Holders and the Noteholders; and (g) to issue the Certificates pursuant to this Agreement. The Trust is hereby authorized by the initial beneficiary and the Certificateholders 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the DepositorCertificates; (ii) to use with the proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on acquire, receive and principal of accept from time to time the Notes and to pay Excess Collections to the Certificateholders; (iv) Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereofDistribution Account) to the Indenture Trustee Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) subject to compliance with the Basic Documents to which the Trust is a party, 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 Certificateholders 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 Transaction Basic Documents.

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: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, Agreement and to sell the such Notes upon the written order of the Depositorand such Certificates; (ii) to use with the proceeds of the sale of the Notes, at Notes and the direction of the DepositorCertificates, to fund the Reserve Pre-Funding Account, the Capitalized Interest Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor and the Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (viv) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viiv) 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 (vi) 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 Owners 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 Transaction Basic Documents.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage solely in the following activities: (ia) to issue the Notes pursuant to the Indenture and to issue the Certificates pursuant to this Agreement, and to sell sell, transfer and exchange the Notes upon and the written order Certificates and to pay interest on and principal of the DepositorNotes to the Noteholders and to make distributions to the Certificateholders; (iib) to use acquire the proceeds of property and assets set forth in the sale of Sale Agreement from the Notes, at Depositor pursuant to the direction of the Depositorterms thereof, to fund make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Reserve Account, 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 AgreementIssuer; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (ivc) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to to, the Indenture; (vd) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (vi) subject to compliance with the 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 Noteholders and the Certificateholders; and (viie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Issuer. The Trust 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 Transaction Documents.