Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage solely in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement, and to sell, transfer and exchange sell the Notes and upon the Certificates and to pay interest on and principal written order of the Notes and to make distributions to the CertificateholdersDepositor; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant establish or cause to the terms thereof, to make deposits to and withdrawals from the Collection Account and be established the Reserve Account and which the Depositor will initially fund on the Closing Date, to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant (other than the Certificate Payment Account and the proceeds thereof) to the Indenture and Trustee pursuant 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, the Indenture; (dv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (evi) 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; (vii) to acquire, hold and manage the assets of the Trust, including the Receivables, and the proceeds of those assets; and (viii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the . The Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, Trust is to engage in the following activities and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) 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 and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersDepositor; (bii) with the proceeds of the sale of the Notes, to acquire purchase the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereofReceivables, to make deposits to into and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the IssuerTrust; (ciii) to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) 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 Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreementinterest rate swaps and caps and other derivative instruments; (vi) to give the Issuing Entity Order to the Indenture Trustee to authenticate and deliver the Notes; and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersResidual Interestholder; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Residual Interestholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Residual Interestholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer is, and the Issuer shall will have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (bi) to acquire the property Receivables and assets set forth in other Trust Property pursuant to the Sale and Servicing Agreement from the Seller pursuant to Depositor in exchange for the terms thereof, to make deposits to and withdrawals from the Collection Account Notes and the Reserve Account and to pay the organizational, start-up and transactional expenses of the IssuerResidual Interest; (cii) to assign, Grant, transfer, pledge, mortgage and convey Grant the Trust Estate pursuant Collateral to the Indenture and Trustee pursuant 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, the Indenture; (diii) to enter into and perform its obligations under the Transaction Documents to which it is a partyDocuments; (eiv) to enter into and perform its obligations under any interest rate hedge agreement or agreements with one or more hedge counterparties; (v) to issue the Notes pursuant to the Indenture and to sell the Notes upon the order of the Depositor; (vi) to pay interest on and principal of the Notes; (vii) to issue additional securities pursuant to one or more supplemental indentures or amendments to this Agreement and to transfer all or a portion of such securities to the Depositor or other holder of a Residual Interest, subject to compliance with the Transaction Documents, in exchange for all or a portion of the Residual Interest; (viii) to engage in those activities, including entering into agreements, that are necessary, suitable appropriate or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreementto the foregoing; and (fix) 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 Property and the making of payments to the Noteholders and distributions to the Certificateholders and payments to the Noteholders. Each holder of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Residual Interest. (b) The Issuer nor any Person acting on behalf of the Issuer shall will 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersNotes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Seller pursuant to the terms thereofNotes, to make deposits to and withdrawals from fund the Collection Pre-Funding Account and the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Seller pursuant to the Sale and Servicing Agreement; (ciii) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate Property to the Indenture Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders Depositor pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate Property released from the lien Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Transaction Related Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvi) subject to compliance with the Transaction Related Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the other Transaction DocumentsDocuments or the Statutory Trust Act.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and or exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and Certificates, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay other accounts established under this Agreement and the organizational, start-up Sale and transactional expenses of the IssuerServicing Agreement; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersResidual Interestholder; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Residual Interestholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Residual Interestholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantGxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to issue the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes to the Noteholders and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Designated Certificateholder Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer and exchange sell the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersCertificates; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Seller pursuant to the terms thereofNotes, to make deposits to and withdrawals from fund the Collection Pre-Funding Account and the Reserve Account and Capitalized Interest Account, to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Seller pursuant to the Sale and Servicing Agreement; (ciii) to acquire, receive and accept from time to time the Owner Trust Estate, to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account) to the Indenture 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 Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvi) subject to compliance with the Transaction DocumentsBasic 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Residual Certificates pursuant to this Agreement, and to sell, transfer and exchange sell the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersResidual Certificates; (bii) to acquire assign, grant, transfer, pledge, mortgage and convey the property Owner Trust Estate to the Indenture Trustee on behalf of the Noteholders and assets set forth in for the benefit of the Insurer and to hold, manage and distribute to the Residual Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Seller pursuant Lien of, and remitted to the terms thereofTrust pursuant to, to make deposits to and withdrawals from the Collection Account and Indenture; (iii) with the Reserve Account and proceeds of the sale of the Notes, to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Sponsor pursuant to the Sale and Servicing Agreement; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (div) to enter into into, execute, deliver and perform its obligations under the Transaction Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvi) 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 payments to the Noteholders. Each of the Owner Trustee Noteholders and the Administrator, as applicable, Residual Certificateholders. The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the other Transaction DocumentsDocuments or the Statutory Trust Act.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, Trust is to engage in the following activities and the Issuer Trust shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer and exchange sell the Notes and the Certificates and to pay interest on and principal of Trust Certificates, in each case in accordance with the Notes and to make distributions to the CertificateholdersBasic Documents; (b) to acquire with the property proceeds of the sale of the Notes and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereofTrust Certificates, to make deposits purchase the Receivables, to and withdrawals from the Collection Account and fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantGxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Certificateholder and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Administrator is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Administrator or Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the other Transaction DocumentsDocuments or the Statutory Trust Act.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to issue the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes to the Noteholders and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Designated Certificateholder Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) a. to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) b. to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) c. to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) d. to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) e. to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (f) 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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange sell the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersCertificates; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Seller pursuant to the terms thereofNotes, to make deposits to and withdrawals from fund the Collection Account and the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trustee pursuant to the Indenture for the benefit of the Insurer and the Noteholders and to hold, manage and distribute to the Certificateholders and the Depositor pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the lien Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvi) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with the conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.. 2 Amended and Restated Trust Agreement

Purposes and Powers. The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage solely in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement, and to sell, transfer and exchange sell the Notes and upon the Certificates and to pay interest on and principal written order of the Notes and to make distributions to the CertificateholdersDepositor; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant establish or cause to the terms thereof, to make deposits to and withdrawals from the Collection Account and be established the Reserve Account and which the Depositor will initially fund on the Closing Date, to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant (other than the Certificate Payment Account and the proceeds thereof) to the Indenture and Trustee pursuant 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, the Indenture; (dv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (evi) 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; (vii) to acquire, hold and manage the assets of the Trust, including the Receivables, and the proceeds of those assets; [and] (viii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement[.][; and] (fix) subject [to compliance with the Transaction Documents, to engage in such other activities as may be required enter into interest rate swaps or caps in connection with conservation of the Notes.] The Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (ai) to acquire from time to time the Trust Property; (ii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (biii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Seller pursuant to the terms thereofNotes, to make deposits to and withdrawals from fund the Collection Pre-Funding Account and the Reserve Account and Capitalized Interest Account, to pay the organizational, start-up and transactional expenses of the IssuerIssuer and to pay the balance to ABSC pursuant to the Sale and Servicing Agreement; (civ) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate Property to the Indenture Trustee pursuant to the Indenture for the benefit of the Insurer and 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 Estate Property released from the lien Lien of, and remitted to the Issuer pursuant to, the IndentureIndenture and the Sale and Servicing Agreement; (dv) to enter into and perform its obligations under the Transaction Related Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvii) subject to compliance with the Transaction Related Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of distributions to the Certificateholders Certificateholder(s) and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, . (b) The Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the 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 Related Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and or exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositors pursuant to the terms thereof, to make payments or distributions on the Notes and Certificates, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay other accounts established under this Agreement and the organizational, start-up Sale and transactional expenses of the IssuerServicing Agreement; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersResidual Interestholder; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Residual Interestholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Residual Interestholder and payments to the Noteholders. Each of the 2 Amended and Restated The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell, transfer and exchange sell the Notes and the Certificates and to pay interest on and principal Trust Certificates; (ii) with the proceeds of the sale of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereofTrust Certificates, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire, receive and accept from time to time the Owner Trust Estate, and to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvi) subject to compliance with the Transaction DocumentsBasic 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any 708333927 14443670 2 Amended and Restated Trust Agreement (USAA 2014-1) 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to issue the Certificates Certificates, pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and Certificates, to pay interest on and principal of the Notes to the Noteholders and to make distributions to the CertificateholdersCertificateholder; (b) to acquire the motor vehicle receivables and related property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereofof the Sale Agreement, to make or cause to be made deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the IssuerIssuer to the extent not paid by the Depositor; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the NoteholdersEstate. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and; (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 to the Certificateholders and payments to the Noteholders. Each of ; and (g) on the Closing Date the Owner Trustee will execute and deliver on behalf of the Administrator, Issuer a certificate in the form annexed hereto as applicable, Exhibit C. Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and or exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersCertificates; (bc) to acquire the certain property and assets set forth in from the Depositor on the Closing Date pursuant to the Trust Sale and Servicing Agreement from the Seller pursuant and any other Further Transfer and Servicing Agreements, to make payments to the terms thereofNoteholders and the Certificateholders, to make deposits to into and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the IssuerTrust; (cd) to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (de) to enter into and perform its obligations and exercise its rights under the Transaction Basic Documents to which it is to be a party; (ef) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fh) 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 payments to the NoteholdersSecurityholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersResidual Interestholder; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Principal Distribution Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Residual Interestholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Residual Interestholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of TRUST AGREEMENT (g) on the Closing Date the Owner Trustee will execute and deliver on behalf of the Administrator, Issuer a certificate in the form annexed hereto as applicable, Exhibit C. Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersResidual Interestholder; (b) to issue the Revolving Liquidity Note pursuant to the Revolving Liquidity Note Agreement; (c) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Residual Interestholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fg) 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 Residual Interestholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell, transfer and exchange sell the Notes and the Certificates upon the written order of the Depositor; (ii) to enter into and perform its obligations under any interest rate protection agreement or agreements between the Trust and a counterparty, including any confirmations evidencing the transactions thereunder, which is an interest rate swap, an interest rate cap, an obligation to pay interest on and principal enter into any of the foregoing, or any combination of any of the foregoing; (iii) with the proceeds of the sale of the Notes and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereofCertificates, to make deposits to and withdrawals from the Collection Account and fund the Reserve Account and Account, to pay the organizational, start-up and transactional expenses of the IssuerTrust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (civ) to assign, Grant, transfer, pledge, mortgage pay interest on and convey principal of the Notes and distributions on the Certificates; (v) to Grant the Owner Trust Estate pursuant (other than each Certificate Distribution Account and the proceeds thereof) to the Indenture and Trustee pursuant 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, the Indenture; (dvi) to enter into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable suit-able or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fviii) 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 payments to the Noteholders. Each of the Owner Trustee Noteholders and the Administrator, as applicable, Certificateholders. The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and Certificate, to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Reserve Account and to pay or reimburse the Servicer for, as applicable, the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Reserve Account and the Reserve Swap Termination Payment Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those other activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the other Transaction DocumentsDocuments or the Statutory Trust Act.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, GrantXxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.. 2 Amended and Restated Trust Agreement (USAA 2009-2)

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to issue the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes to the Noteholders and to make distributions to the Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Designated Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture 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, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (f) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with the conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is, Trust is to engage in the following activities and the Issuer Trust shall have the power and authority, to engage and the Owner Trustee in the following activitiesname and on behalf of the Trust is hereby authorized and empowered without further trust action: (ai) 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 and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersDepositor; (bii) with the proceeds of the sale of the Notes, to acquire purchase the property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereofExchange Notes, to make deposits to into and withdrawals from the Collection Account and the [Risk Retention] Reserve Account Account, and to pay the organizational, start-up and transactional expenses of the IssuerTrust; (ciii) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture (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 Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into into, execute, deliver and perform its obligations under the Transaction Documents [and Interest Rate Swap Agreements] to which it is to be a party; (ev) subject to the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate; and (vi) 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 an accession agreement; and (f) subject to compliance with the Transaction Documents, to engage in such interest rate swaps and caps and other activities as may be required in connection with conservation of the derivative instruments. The Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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 Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Seller Depositor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the lien Lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (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 to the Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, Issuer is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Basic Documents.

Purposes and Powers. The purpose of the Issuer is, and the Issuer Owner Trustee shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement, and to sell, transfer and exchange the Notes and the Certificates Certificate and to pay interest on and principal of the Notes and to make distributions to on the CertificateholdersCertificate; (b) to acquire the property and assets set forth in the Sale and Servicing SUBI Transfer Agreement from the Seller Transferor pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the Issuer; (c) to assign, Grantgrant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder any portion of the Trust Estate released from the lien of, and remitted to the Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; 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 Certificateholder and payments to the Noteholders. Each of the The Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting the Owner Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Issuer Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer and exchange sell the Notes and the Certificates and to pay interest on and principal of the Notes and to make distributions to the CertificateholdersNotes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Seller pursuant to the terms thereofNotes, to make deposits to and withdrawals from fund the Collection Spread Account, Funding Account and the Reserve Capitalized Interest Account and to pay the organizational, start-up and transactional expenses of the IssuerTrust and to pay the balance to the Sponsor pursuant to the Sale and Servicing Agreement; (ciii) to assign, Grantgrant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Credit Enhancer 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 Lien of, and remitted to the Issuer Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Transaction Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into an accession agreement; and (fvi) 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 payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, The Trust is hereby authorized to engage in the foregoing activities on behalf of the Issueractivities. Neither the Issuer nor any Person acting on behalf of the Issuer 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.