Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (iib) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase issuance of the Receivables, to fund the Reserve Fund and the Yield Supplement AccountCertificate, to pay the organizationalDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, start-up by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activitiesactivities and the Trust shall have the power and authority, and the Owner Trustee in the name and on behalf of the Trust is hereby authorized: (i) To execute, issue, deliver and cause to issue be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates to the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust CertificatesNotes, to purchase the ReceivablesExchange Notes, to fund make deposits into and withdrawals from the Reserve Fund and the Yield Supplement Account, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iii) to assign, grant, transfer, pledge 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 Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into into, execute, deliver and perform its obligations under the Basic Transaction Documents to which it is to be a party; (v) 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 interest rate swap agreements, interest rate cap agreements swaps and caps and other derivative instruments; and (vi) subject to compliance with the Basic Documents, . The Trust is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner foregoing activities. The Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Ownership Interest pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the such Notes and the Trust CertificatesOwnership Interest; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesOwnership Interest, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Depositor, as its interests may appear pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Transferor 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 Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, and Transferor. The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to enter into and perform its obligations under any currency exchange rate protection agreement between the proceeds of Trust and a counterparty, including any confirmations evidencing the sale of transactions thereunder, using only the funds payable to the Certificateholders as provided in Section 5.02(d); (iii) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Certificates pursuant to the Sale and Servicing Agreement; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, 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 Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund Pre-Funding Account, the Capitalized Interest Account and the Yield Supplement Account, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate to the Trust 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 Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grantgxxxx, transfer, pledge and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Issuing Entity is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatessuch Notes; (iib) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, Mortgage Loans to fund be included in the Reserve Fund and Owner Trust Estate from the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay Depositor with the balance to the Depositor of such funds pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is or is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and; (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions and payments to the Certificateholders Noteholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any.Certificateholders; and (bg) to issue the Certificates pursuant to this Agreement. The Issuer Issuing Entity is hereby authorized by the initial beneficiary and the Certificateholders to engage in the foregoing activities. The Issuing Entity shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Series Supplement and the Certificates pursuant to this Agreement and the Series Supplement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund expense of obtaining any Series Support and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Master Sale and Servicing Agreement; (iii) with respect to the Series Trust Estate, to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Series Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Series Supplement for the Sale and Servicing Agreement any portion benefit of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureSecured Parties; (iv) to enter into and perform its obligations under the Basic Documents and the Related Documents, in each case, to which it is to be a party; (v) to acquire, hold and manage the Owner Trust Estate; (vi) to make distributions on the Certificates in accordance with their respective terms; (vii) to own Class SV Preferred Stock of the Depositor; (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 interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viix) subject to compliance with the Basic Documents and the Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement Agreement, the Basic Documents or the other Basic any Related Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Company pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the CertificateholdersOwners, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and Agreement, to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates, and to issue Residual Interest Instruments pursuant to this Agreement; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesContracts, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey ("GRANT") the Owner Trust Estate (excluding the Certificate Distribution Account) pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any.; and (bvi) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto or connected therewith. The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activitiesactivities and the Issuer shall have the power and authority: (ia) to issue the Notes, secure the Notes and pay the Notes pursuant to the Indenture and Indenture, to issue the Trust Certificates pursuant to this Agreement and to sell or otherwise sell, transfer (including to Affiliates) and exchange the Notes and the Trust Certificates, in each case in accordance with the Basic Documents; (iib) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesDepositor Conveyed Assets, to fund the Reserve Fund Account and make all other payments required pursuant to Section 5.04 of the Yield Supplement AccountSale and Servicing Agreement and Section 5.04 of the Indenture, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementIssuer; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement terms of this Agreement, any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture or the Sale and Servicing Agreement; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing purposes or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Certificateholders. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (ia) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and the Trust Certificates; (iic) with to acquire certain property and assets from the proceeds of Depositor on the sale of Closing Date pursuant to the Notes Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Trust CertificatesCertificateholders, to purchase the Receivables, to fund make deposits into and withdrawals from the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge 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 Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vf) to enter into interest rate swaps and caps and other derivative instruments in connection with the Offered Notes; (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 interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vih) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Securityholders. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Series Supplement and the Certificates pursuant to this Agreement and the Series Supplement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund expense of obtaining any Series Support and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) with respect to the Series Trust Estate, to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Series Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Series Supplement for the Sale and Servicing Agreement any portion benefit of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureSecured Parties; (iv) to enter into and perform its obligations under the Basic Documents and the Related Documents, in each case, to which it is to be a party; (v) to acquire, hold and manage the Owner Trust Estate; (vi) to make distributions on the Certificates in accordance with their respective terms; (vii) to own Class SV Preferred Stock of the Depositor; (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 interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viix) subject to compliance with the Basic Documents and the Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement Agreement, the Basic Documents or the other Basic any Related Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activitiesactivities and the Trust shall have the power and authority, and the Owner Trustee in the name and on behalf of the Trust is hereby authorized: (i) to issue execute, issue, deliver and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates to the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust CertificatesNotes, to purchase the ReceivablesExchange Notes, to fund make deposits into and withdrawals from the Reserve Fund and the Yield Supplement Account, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iii) to assign, grant, transfer, pledge 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 Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into into, execute, deliver and perform its obligations under the Basic Transaction Documents to which it is to be a party; (v) 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 interest rate swap agreements, interest rate cap agreements swaps and caps and other derivative instruments; and (vi) subject to compliance with the Basic Documents, . The Trust is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner foregoing activities. The Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grantxxxxx, transfer, pledge and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to acquire, manage and hold the Receivables; (ii) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and the Trust Certificates; (iiiii) with to acquire certain property and assets from the proceeds of Seller pursuant to the sale of Trust Sale and Servicing Agreement, to make payments to the Notes Noteholders and the Trust CertificatesCertificateholders, to purchase the Receivables, to fund make deposits into and withdrawals from the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge 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 Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements swaps and caps and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: : (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; Notes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Pre-Funding Account, the Pre-Funding Period Reserve Fund Account and the Yield Supplement Account, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; ; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate (other than the Distribution Account) to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders and the Depositor pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; ; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; ; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements ; and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activitiesactivities and the Owner Trustee acting on behalf of the Issuer shall have the power and authority: (ia) to acquire, hold and manage the Trust Property; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates, in each case in accordance with the Basic Documents; (iic) with the proceeds of the sale of in exchange for the Notes and the Trust CertificatesCertificates or the proceeds thereof, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust Issuer and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate Property 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 Owner Trust Estate Property released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ive) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Property and the making of distributions to the Certificateholders and the Noteholders, and . The Owner Trustee acting on behalf of the Issuer is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner 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 Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersto, and in furtherance of such purpose to the Trust shall have the power and authority to, engage only in the following ministerial activities: (i) to issue and sell on the Closing Date the Notes pursuant to the Indenture and supplements thereto, and the Trust Certificates Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the Basic Documents, pools of the Trust Certificates, Student Loans to purchase be pledged as collateral for the ReceivablesNotes, to fund certain accounts for the Reserve Fund and benefit of the Yield Supplement AccountNoteholders, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; andforegoing; (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and Noteholders; and (vii) if so directed by the NoteholdersAdministrator, and in respect of amounts to be released subject to the Servicersatisfaction of the Notice Condition, Administrator and third parties, if any. (b) to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or activity other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and Securities upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes to enter into and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of perform its obligations under any interest rate protection agreement or agreements between the Trust and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to pay enter into any of the balance to foregoing, or any combination of any of the Depositor pursuant to the Sale and Servicing Agreementforegoing; (iii) to assign, grant, transfer, pledge acquire the Receivables and convey the Owner other Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Property pursuant to the Sale and Servicing Agreement any portion from the Depositor in exchange for the Securities; (iv) to pay interest on and principal of the Notes and distributions on the Certificates; (v) to Grant the Owner Trust Estate released from (other than each Certificate Distribution Account and the Lien of, and remitted proceeds thereof) to the Trust Indenture Trustee pursuant to, to the Indenture; (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersto, and in furtherance of such purpose to the Trust shall have the power and authority to, engage in the following ministerial activities: (i) to issue and sell on the Closing Date the Notes pursuant to the Indenture and supplements thereto, and the Trust Certificates Certificate, substantially in the form of Exhibit A hereof, pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the Basic Documents, pools of the Trust Certificates, Student Loans to purchase be pledged as collateral for the ReceivablesNotes, to fund certain accounts for the Reserve Fund and benefit of the Yield Supplement AccountNoteholders, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale and Servicing Agreement, provided, however, the Trust shall not purchase Trust Student Loans more frequently than once a month; (iii) to enter into derivative product agreements (subject to the satisfaction of the Rating Agency Condition with respect to each such agreement); (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with to deposit and apply the proceeds of the sale of the Notes and the Trust CertificatesNotes, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses as specified in Article V of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementIndenture; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to originate and acquire Financed Eligible Loans; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, . The Trust is hereby authorized to engage in the making of distributions to the Certificateholders foregoing activities and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) any activities that are necessary or incidental thereto. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to agree to any change in the terms of a Financed Eligible Loan that would be a "significant modification" within the meaning of Treasury Regulations Section 1.1001-3 (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (a) not cause the Certificates to be treated other than as interests in a partnership or disregarded entity for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Noteholders, the Delaware Trustee or the Trust.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Excess Distribution Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and Account pursuant to Section 2.9 of the Yield Supplement AccountAdministration Agreement, to pay fund the organizational, start-up and transactional expenses Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to purchase the Trust and to pay the balance to the Depositor Student Loans pursuant to the Sale Agreement and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the CertificateholdersIssuing Entity is, and in furtherance of such purpose the Issuing Entity shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to acquire the proceeds 2011-A SUBI Certificate from the Depositor and the other property of the sale Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses issuance of the Trust and to pay the balance Certificate to the Depositor pursuant to the Sale and Servicing AgreementDepositor; (iii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (vvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swap agreementsincluding, interest rate cap agreements and other derivative instrumentswithout limitation, any Currency Swap as provided in Section 8.16 of the 2011-A Servicing Supplement; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Trust Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Servicer, Administrator and the Administrative Agent and third parties, if any. (b) The Issuer Issuing Entity shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates in one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, Spread Account pursuant to pay the organizational, start-up and transactional expenses Section 9.02 of the Trust Indenture and to pay purchase the balance to the Depositor Receivables pursuant to the Sale and Servicing this Agreement; (iii) to assign, grantxxxxx, transfer, pledge pledge, mortgage and convey the Owner Trust Estate estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture;; TRUST AND SERVICING AGREEMENT (iv) to enter into and perform its obligations under the Basic Documents related documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documentsrelated documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and the Noteholders, and others specified in respect of amounts this Agreement. The Trust is hereby authorized to be released to engage in the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documentsrelated documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (ia) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and the Trust Certificates; (iic) with to acquire certain property and assets from the proceeds of Seller pursuant to the sale of Trust Sale and Servicing Agreement, to make payments to the Notes Noteholders and the Trust CertificatesCertificateholders, to purchase the Receivables, to fund make deposits into and withdrawals from the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge 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 Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements swaps and caps and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates in one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, Financed Student Loans and to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, startPre-up and transactional expenses of the Trust and to pay the balance to the Depositor Funding Account pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders holders of the Trust Certificates pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders holders of the Trust Certificates, the holders of the Notes and the Noteholders, others specified in Section 5.05 of the Sale and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Servicing Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $19,481,477 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (iib) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and execute the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) convey and deliver the Notes and Securities upon the Trust Certificateswritten order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2020-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2020-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to (A) fund the 2020-A Reserve Fund and the Yield Supplement Account, to (B) pay the organizational, start-up and transactional expenses of the Trust Issuer and to (C) pay the remaining balance to the Depositor pursuant to the Sale and Servicing AgreementTransferor; (iiivi) to assign, grant, transfer, pledge pay interest on and convey principal of the Owner Trust Estate pursuant to the Indenture Notes and to hold, manage and distribute cause any excess amounts to be paid to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, in accordance with the Indenture; (ivvii) to Grant the 2020-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2020-A Basic Documents to which it is to be a party;; and (vix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2020-A Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement AccountFund, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and execute the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) convey and deliver the Notes and Securities upon the Trust Certificateswritten order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2020-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2020-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to (A) fund the 2020-B Reserve Fund and the Yield Supplement Account, to (B) pay the organizational, start-up and transactional expenses of the Trust Issuer and to (C) pay the remaining balance to the Depositor pursuant to the Sale and Servicing AgreementTransferor; (iiivi) to assign, grant, transfer, pledge pay interest on and convey principal of the Owner Trust Estate pursuant to the Indenture Notes and to hold, manage and distribute cause any excess amounts to be paid to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, in accordance with the Indenture; (ivvii) to Grant the 2020-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2020-B Basic Documents to which it is to be a party;; and (vix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2020-B Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and execute the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) convey and deliver the Notes and Securities upon the Trust Certificateswritten order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2023-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2023-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to (A) fund the 2023-A Reserve Fund and the Yield Supplement Account, to (B) pay the organizational, start-up and transactional expenses of the Trust Issuer and to (C) pay the remaining balance to the Depositor pursuant to the Sale and Servicing AgreementTransferor; (iiivi) to assign, grant, transfer, pledge pay interest on and convey principal of the Owner Trust Estate pursuant to the Indenture Notes and to hold, manage and distribute cause any excess amounts to be paid to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, in accordance with the Indenture; (ivvii) to Grant the 2023-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2023-A Basic Documents to which it is to be a party;; and (vix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2023-A Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $19,362,916 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (iib) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and execute the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) convey and deliver the Notes and Securities upon the Trust Certificateswritten order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2021-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2021-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to (A) fund the 2021-A Reserve Fund and the Yield Supplement Account, to (B) pay the organizational, start-up and transactional expenses of the Trust Issuer and to (C) pay the remaining balance to the Depositor pursuant to the Sale and Servicing AgreementTransferor; (iiivi) to assign, grant, transfer, pledge pay interest on and convey principal of the Owner Trust Estate pursuant to the Indenture Notes and to hold, manage and distribute cause any excess amounts to be paid to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, in accordance with the Indenture; (ivvii) to Grant the 2021-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2021-A Basic Documents to which it is to be a party;; and (vix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2021-A Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Excess Distribution Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and Account pursuant to Section 2.9 of the Yield Supplement AccountAdministration Agreement, to pay fund the organizational, start-up and transactional expenses Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to make the Collection Account Initial Deposit, to purchase the Trust and to pay the balance to the Depositor Student Loans pursuant to the Sale Agreement and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders Excess Distribution Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and execute the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) convey and deliver the Notes and Securities upon the Trust Certificateswritten order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2021-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2021-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to (A) fund the 2021-B Reserve Fund and the Yield Supplement Account, to (B) pay the organizational, start-up and transactional expenses of the Trust Issuer and to (C) pay the remaining balance to the Depositor pursuant to the Sale and Servicing AgreementTransferor; (iiivi) to assign, grant, transfer, pledge pay interest on and convey principal of the Owner Trust Estate pursuant to the Indenture Notes and to hold, manage and distribute cause any excess amounts to be paid to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, in accordance with the Indenture; (ivvii) to Grant the 2021-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2021-B Basic Documents to which it is to be a party;; and (vix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2021-B Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the CertificateholdersIssuing Entity is, and in furtherance of such purpose the Issuing Entity shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to acquire the proceeds 2011-B SUBI Certificate from the Depositor and the other property of the sale Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses issuance of the Trust and to pay the balance Certificate to the Depositor pursuant to the Sale and Servicing AgreementDepositor; (iii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (vvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swap agreementsincluding, interest rate cap agreements and other derivative instrumentswithout limitation, any Currency Swap as provided in Section 8.16 of the 2011-B Servicing Supplement; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Trust Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Servicer, Administrator and the Administrative Agent and third parties, if any. (b) The Issuer Issuing Entity shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $ aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (iib) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersto, and in furtherance of such purpose to the Trust shall have the power and authority to, engage only in the following ministerial activities: (i) to issue and sell on the Closing Date the Notes pursuant to the Indenture and supplements thereto, and the Trust Certificates Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the Basic Documents, pools of the Trust Certificates, Student Loans to purchase be pledged as collateral for the ReceivablesNotes, to fund certain accounts for the Reserve Fund and benefit of the Yield Supplement AccountNoteholders, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; andforegoing; (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and Noteholders; and (vii) if so directed by the NoteholdersAdministrator, and in respect of amounts to be released subject to the ServicerRating Agency Condition, Administrator and third parties, if any. (b) to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or activity other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund Pre-Funding Account and the Yield Supplement Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate Property, other than the Certificate Policy, 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 pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Related Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Property and the making of distributions to the Certificateholders Owners and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the other Basic Related Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the CertificateholdersIssuing Entity is, and in furtherance of such purpose the Issuing Entity shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to acquire the proceeds 20[•]-[•] Series Certificate from the Depositor and the other property of the sale Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses issuance of the Trust and to pay the balance Certificate to the Depositor pursuant to the Sale and Servicing AgreementDepositor; (iii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (vvi) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuing Entity and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));] (vii) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to [the Swap Counterparty,] the Trust Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Servicer, Administrator and the Administrative Agent and third parties, if any. (b) The Issuer Issuing Entity shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund Pre- Funding Account, the Capitalized Interest Account and the Yield Supplement Account, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate to the Trust 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 Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (ia) to issue the Notes, secure the Notes and pay the Notes pursuant to the Indenture and Indenture, to issue the Trust Certificates pursuant to this Agreement and to sell or otherwise sell, transfer (including to Affiliates) and exchange the Notes and the Trust Certificates, in each case in accordance with the Basic Documents; (iib) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesDepositor Conveyed Assets, to fund the Reserve Fund Account and make all other payments required pursuant to Section 5.04 of the Yield Supplement AccountSale and Servicing Agreement and Section 5.04 of the Indenture, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementIssuer; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement terms of this Agreement, any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture or the Sale and Servicing Agreement; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing purposes or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Certificateholders. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to enter into and perform its obligations under any currency exchange rate protection agreement between the proceeds of Trust and a counterparty, including any confirmations evidencing the sale of transactions thereunder, using only the funds payable to the Certificateholders as provided in Section 5.02(d); (iii) [Reserved.] (iv) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Certificates pursuant to the Sale and Servicing Agreement; (iiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, 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 Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose -------------------- the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund Pre-Funding Account, the Capitalized Interest Account and the Yield Supplement Account, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate to the Trust 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 Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersto, and in furtherance of such purpose to the Trust shall have the power and authority to, engage only in the following ministerial activities: (i) to issue and sell on the Closing Date the Notes pursuant to the Indenture and supplements thereto, and the Trust Certificates Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the Basic Documents, pools of the Trust Certificates, Student Loans to purchase be pledged as collateral for the ReceivablesNotes, to fund certain accounts for the Reserve Fund and benefit of the Yield Supplement AccountNoteholders, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; andforegoing; (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders; (vii) to enter into and perform its obligations under the indemnification agreement, dated March 28, 2008, among SLC, the Depositor, the Trust and the NoteholdersSwap Counterparty; and (viii) if so directed by the Administrator, and in respect of amounts to be released subject to the ServicerRating Agency Condition, Administrator and third parties, if any. (b) to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), other than in connection with the foregoing or activity other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose ------------------- the Trust shall have the power and authority, to engage in the following ministerial activities: (ia) to acquire, manage and hold the Receivables to be transferred to the Trust from time to time pursuant to the Trust Sale and Servicing Agreement; (b) to issue and sell the Notes pursuant to the Indenture and the Trust Certificates pursuant or to this Agreement another indenture, note purchase agreement or similar agreement and to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and the Trust CertificatesNotes; (iic) with to acquire property and assets from the proceeds of Transferor pursuant to the sale of Trust Sale and Servicing Agreement, to make payments or distributions on the Notes to the Noteholders and with respect to the Trust CertificatesResidual Interest to the Residual Interestholder, to purchase make withdrawals from the Receivables, accounts established pursuant to fund the Reserve Fund Basic Documents and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to establish, acquire, hold and terminate liquidity, credit and other enhancement arrangements, and perform its obligations thereunder; (e) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage such Trust Estate and distribute funds to the Certificateholders Residual Interestholder pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivf) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vg) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vih) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Residual Interestholder. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Issuer shall have the power and authority, to engage in the following ministerial activities: (i) to acquire from time to time the Trust Property; (ii) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (iiiii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and the Yield Supplement AccountTrust Accounts, to pay the organizational, start-up and transactional expenses of the Trust Issuer and to pay the balance to the Depositor Paragon Auto pursuant to the Sale and Servicing Agreement; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate Property to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder(s) and the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture and the Sale and Servicing Agreement; (ivv) to enter into and perform its obligations under the Basic Related Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Property and the making of distributions to the Certificateholders Certificateholder(s) and the Noteholders, and . The Issuer is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Related Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Series Supplement and the Certificates pursuant to this Agreement and the Series Supplement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund expense of obtaining any Series Support and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Master Sale and Servicing Agreement; (iii) with respect to the Series Trust Estate, to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Series Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Series Supplement for the Sale and Servicing Agreement any portion benefit of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureNoteholders; (iv) to enter into and perform its obligations under the Basic Documents and the Related Documents, in each case, to which it is to be a party; (v) to acquire, hold and manage the Owner Trust Estate; (vi) to make distributions on the Certificates in accordance with their respective terms; (vii) to own Class SV Preferred Stock of the Depositor; (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 interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viix) subject to compliance with the Basic Documents and the Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement Agreement, the Basic Documents or the other Basic any Related Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to enter into and perform its obligations under any currency exchange rate protection agreement between the proceeds of Trust and a counterparty, including any confirmations evidencing the sale of transactions thereunder, using only the funds payable to the Certificateholders as provided in Section 5.02(d); (iii) [reserved]; (iv) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Certificates pursuant to the Sale and Servicing Agreement; (iiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, 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 Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to execute and deliver the Basic Documents to which the Trust is a party and carry out the terms of such Basic Documents; (ii) to acquire, manage and hold the Loans and the Receivables; (iii) to issue the Notes pursuant to the Indenture and to sell, transfer or exchange the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (iiiv) with to acquire property and assets from the proceeds of Transferor pursuant to the sale of the Notes Pooling and the Trust CertificatesServicing Agreement, to purchase make payments or distributions to the ReceivablesSecurityholders, to fund make deposits into and withdrawals from the Reserve Fund Account and other accounts established pursuant to the Yield Supplement Account, Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Registered Owners pursuant to the Sale terms of this Agreement and the Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of payments or distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Securityholders. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the CertificateholdersIssuing Entity is, and in furtherance of such purpose the Issuing Entity shall have the power and authority and is authorized, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) with to acquire the proceeds 20[•]-[•] Series Certificate from the Depositor and the other property of the sale Owner Trust Estate in exchange for (A) the issuance of the Notes to the Depositor, (B) certain capital contributions from the Depositor and (C) the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses issuance of the Trust and to pay the balance Certificate to the Depositor pursuant to the Sale and Servicing AgreementDepositor; (iii) to pay interest on and principal of the Notes; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Trust Certificateholders pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (vvi) [reserved]; (vii) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Trust Certificateholders and the Noteholders, Noteholders and in respect of amounts to be released to the Servicer, Administrator and the Administrative Agent and third parties, if any.. 2 (NALT 20[●]-[●] Amended and Restated Trust Agreement) Table of Contents (b) The Issuer Issuing Entity shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with to deposit and apply the proceeds of the sale of the Notes Notes, as specified in Sections 5.02 and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses 5.03 of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementIndenture; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to originate and acquire Financed Eligible Loans; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, . The Trust is hereby authorized to engage in the making of distributions to the Certificateholders foregoing activities and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) any activities that are necessary or incidental thereto. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to (i) vary the investment of the Certificateholders in the Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of the Certificateholders in the Certificates or (ii) agree to any change in the terms of a Financed Eligible Loan that would be a "significant modification" within the meaning of Treasury Regulations Section 1.1001-3 (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (a) not cause the Certificates to be treated other than as interests in a partnership for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Noteholders, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file (i) Internal Revenue Service Form 8832 affirmatively electing that the Trust be treated as a partnership for federal tax purposes and (ii) any other documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming the treatment of the Trust as a partnership and as shall be presented to the Trustee in final form for execution.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $12,040,248 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Excess Distribution Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and Account pursuant to Section 2.9 of the Yield Supplement AccountAdministration Agreement, to pay fund the organizational, start-up and transactional expenses Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to fund the Pre-Funding Account pursuant to Section 2.10(j) of the Administration Agreement, to make the Collection Account Initial Deposit, to purchase the Initial Trust Student Loans on the Closing Date and to pay any Additional Trust Student Loans during the balance to the Depositor Funding Period, in each case pursuant to the Sale Agreement, and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders Excess Distribution Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $39,240,380 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose --------------------- to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Owner Trust Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund Loans and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iii) to assign, grant, transfer, pledge and convey the Owner Trust Estate Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement Section 5.01 any portion of the Owner Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreementsincluding, interest rate cap agreements and other derivative instrumentswithout limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and Securityholders. The Trust is hereby authorized to engage in the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or the other Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholders and the Indenture Trustee.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates upon the written order of the Depositor; (ii) with to use the proceeds of the sale of the Notes and the Trust Certificates, to purchase at the Receivablesdirection of the Depositor, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor Seller, as holder of the Residual Interest, pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and the Certificates and to pay Excess Collections to the Seller, as holder of the Residual Interest; (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant (other than the Certificate Payment Account and the proceeds thereof) to the Indenture and to hold, manage and distribute to the Certificateholders Trustee pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Excess Distribution Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and Account pursuant to Section 2.9 of the Yield Supplement AccountAdministration Agreement, to pay fund the organizational, start-up and transactional expenses Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to fund the Pre-Funding Account pursuant to Section 2.10(l) of the Administration Agreement, to make the Collection Account Initial Deposit, to purchase the Initial Trust Student Loans on the Closing Date and to pay any Additional Trust Student Loans during the balance to the Depositor Funding Period, in each case pursuant to the Sale Agreement, and Servicing to make the upfront payment pursuant to the Interest Rate Cap Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders Excess Distribution Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Issuer shall have the power and authority, to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and to issue the Trust Certificates Certificates, pursuant to this Agreement Agreement, and to sell or otherwise sell, transfer (including to Affiliates) and exchange the Notes and the Trust Certificates, to pay interest on and principal of the Notes to the Noteholders and to make distributions to the Certificateholder; (iib) with [to enter into and perform its obligations under the proceeds Initial Interest Rate Swap Agreement and any Replacement Interest Rate Swap Agreement entered into pursuant to Section 2.16(a) of the sale Indenture;] (c) to acquire the motor vehicle receivables and related property from the Depositor pursuant to the terms of the Notes Sale Agreement, to make or cause to be made deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance Issuer to the Depositor pursuant to extent not paid by the Sale and Servicing AgreementDepositor; (iiid) to assign, grantGrant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement Certificateholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ive) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, . The Owner Trustee is hereby authorized to engage in the making foregoing activities on behalf of distributions to the Certificateholders and Issuer. Neither the Noteholders, and in respect Issuer nor the Owner Trustee on behalf of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to ------------------- engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatessuch Notes; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement AccountNotes, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor and the Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners 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 Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and; (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any.; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $21,759,823 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue one or more Classes of the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Certificates in one or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesmore transactions; (iib) to issue one or more Classes of Notes pursuant to the Master Indenture and the applicable Terms Supplement and to sell the Notes in one or more transactions in accordance with instructions received from the Administrator; (c) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase acquire, from time to time, the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementFinanced Student Loans; (iiid) to assign, grant, transfer, pledge pledge, hypothecate, mortgage and convey the Owner Trust Estate pursuant to the Indenture and the applicable Terms Supplement and to hold, manage and distribute to the Certificateholders pursuant to the Sale terms of the Transfer and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture and the applicable Terms Supplement; (ive) from time to time to sell and dispose of the Financed Student Loans in accordance with the terms of the Basic Documents; (f) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vg) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vih) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and the Noteholders, others specified in the Transfer and in respect of amounts to be released to Servicing Agreement and or contemplated by the Servicer, Administrator and third parties, if any. (b) Basic Documents. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $52,093,971 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Owner Trust Certificates Certificate (hereinafter referred to as the "Certificate" or "Certificates") pursuant to this Owner Trust Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge and convey the Owner Trust Estate Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement Section 5.01 any portion of the Owner Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iii) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or and the other Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholders and the Indenture Trustee.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $3,778,476 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $7,546,670 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $9,808,817 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to execute and deliver the Basic Documents to which the Trust is a party and carry out the terms of such Basic Agreements; (ii) to acquire, manage and hold the Loans and the Receivables; (iii) to issue the Notes pursuant to the Indenture and to sell, transfer or exchange the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesNotes; (iiiv) with to acquire property and assets from the proceeds of Transferor pursuant to the sale of the Notes Pooling and the Trust CertificatesServicing Agreement, to purchase make payments or distributions to the ReceivablesSecurityholders, to fund make deposits into and withdrawals from the Reserve Fund Account and other accounts established pursuant to the Yield Supplement Account, Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders Registered Owners pursuant to the Sale terms of this Agreement and the Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of payments or distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Securityholders. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to acquire, manage and hold the Receivables; (ii) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and Agreement, to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and to transfer and exchange the Trust Certificates; (iiiii) with to acquire property and assets from the proceeds of Seller pursuant to the sale of the Notes Pooling and the Trust CertificatesServicing Agreement, to purchase make payments or distributions on the ReceivablesSecurities to the Securityholders, to fund make deposits into and withdrawals from the Reserve Fund and the Yield Supplement Account, the Pre- Funding Account, the Negative Carry Account and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge 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 Sale terms of this Agreement and the Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of payments or distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Securityholders. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Trust Certificates Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with to deposit and apply the proceeds of the sale of the Notes and the Trust CertificatesNotes, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses as specified in Article V of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementIndenture; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to originate and acquire Financed Eligible Loans; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, . The Trust is hereby authorized to engage in the making of distributions to the Certificateholders foregoing activities and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) any activities that are necessary or incidental thereto. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to agree to any change in the terms of a Financed Eligible Loan that would be a "significant modification" within the meaning of Treasury Regulations Section 1.1001-3 (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (a) not cause the Certificates to be treated other than as interests in a partnership or disregarded entity for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Noteholders, the Delaware Trustee or the Trust.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to acquire, manage and hold the Receivables; (ii) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and the Trust Certificates; (iiiii) with to acquire certain property and assets from the proceeds of Seller pursuant to the sale of the Notes Trust Sale and Servicing Agreement, to make payments tothe Noteholders and the Trust CertificatesCertificateholders, to purchase the Receivables, to fund make deposits into and withdrawals from the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge 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 Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements swaps and caps and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates Excess Distribution Certificate pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and Account pursuant to Section 2.9 of the Yield Supplement AccountAdministration Agreement, to pay fund the organizational, start-up and transactional expenses Supplemental Purchase Account pursuant to Section 2.10(c) of the Trust Administration Agreement, to make the Collection Account Initial Deposit, and to pay purchase the balance to Initial Trust Student Loans on the Depositor Closing Date and any Additional Trust Student Loans during the Supplemental Purchase Period, in each case pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders Excess Distribution Certificateholder pursuant to the Sale and Servicing terms of this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders, others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $25,896,582 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to acquire, manage and hold the Loans; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and Agreement, to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and to transfer and exchange the Trust Certificates; (iic) with to acquire property and assets from the proceeds of Seller pursuant to the sale of the Notes Pooling and the Trust CertificatesServicing Agreement, to purchase make payments or distributions on the ReceivablesSecurities to the Securityholders, to fund make deposits into and withdrawals from the Reserve Fund Account and other accounts established pursuant to the Yield Supplement Account, Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge 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 Sale terms of this Agreement and the Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of payments or distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Securityholders. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund Spread Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Policy and the Certificate Distribution Account) to the Indenture Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders and the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates in one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesInitial Financed Student Loans, to fund the Reserve Fund Pre-Funding Account and the Yield Supplement Reserve Account, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Loan Sale and Servicing Agreement; (iii) to acquire and hold any Additional Student Loans to be conveyed to the Trust subsequent to the Closing Date pursuant to the Loan Sale Agreement; (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and terms of the Master Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and the Noteholders, and others specified in respect Section 2(d) of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $31,879,975 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $ aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage solely in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Trust Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and upon the Trust Certificateswritten order of the Depositor; (ii) with to use the proceeds of the sale of the Notes and Notes, at the Trust Certificates, to purchase direction of the ReceivablesDepositor, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant (other than the Certificate Payment Account and the proceeds thereof) to the Indenture and to hold, manage and distribute to the Certificateholders Trustee pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (vvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the Certificateholders; [and] (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering [.][; and] (viii) [to enter into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance swaps or caps in connection with the Basic Documents, Notes.] The Trust is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner foregoing activities. The Trust Estate, the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to ------------------- engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates in one or more transactions; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesInitial Financed Student Loans, to fund the Reserve Fund Pre-Funding Account and the Yield Supplement Reserve Account, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Loan Sale and Servicing Agreement; (iii) to acquire and hold any Additional Student Loans to be conveyed to the Trust subsequent to the Closing Date pursuant to the Loan Sale Agreement; (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and terms of the Master Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and the Noteholders, and others specified in respect Section 2(d) of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Administration Agreement. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesMortgage Loans, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Master Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the Sale and terms of the Master Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to -------------------- engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesMortgage Loans, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Master Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the Sale and terms of the Master Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $33,551,144 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $25,534,183 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $21,832,402 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and one or more Classes of the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesCertificates in one or more transactions; (iib) to issue one or more Series of Notes pursuant to the Master Indenture and the applicable Terms Supplement and to sell the Notes in one or more transactions in accordance with instructions received from the Administrator; (c) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase acquire, from time to time, the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementFinanced Student Loans; (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and the applicable Terms Supplement and to hold, manage and distribute to the Certificateholders pursuant to the Sale terms of the Transfer and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture and the applicable Terms Supplement; (ive) from time to time to sell and dispose of the Financed Student Loans in accordance with the terms of the Basic Documents; (f) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vg) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vih) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and the Noteholders, others specified in Article V of the Transfer and in respect of amounts to be released to Servicing Agreement and or contemplated by the Servicer, Administrator and third parties, if any. (b) Basic Documents. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, for so long as the Depositor is a Certificateholder, the Trust's activities shall be limited to activities that are part of, or incidental to, the business of banking.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $25,829,050 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and sell from time to time the Notes pursuant to the Indenture and supplements thereto, and the Trust Certificates Certificate, substantially in the form of Exhibit A hereof, pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust CertificatesAgreement; (ii) to borrow funds from time to time subject to the conditions for such borrowings set forth in the Indenture; (iii) with the proceeds of the sale of the Notes and the Trust CertificatesNotes, to purchase from time to time pools of the ReceivablesFinanced Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the Reserve Fund and benefit of the Yield Supplement AccountNoteholders, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance balances owed to the Depositor for the purchases made pursuant to the Loan Sale and Servicing Contribution Agreement, provided, however, the Trust shall not purchase Financed Student Loans more frequently than once a month; (iiiiv) to enter into derivative product agreements; (v) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate Property pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Property and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic DocumentsTrust Related Agreements.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Issuer shall have the power and authority, to engage in the following ministerial activities: (i) to acquire from time to time the Trust Property; (ii) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (iiiii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the ReceivablesNotes, to fund the Reserve Fund and the Yield Supplement AccountTrust accounts, to pay the organizational, start-up and transactional expenses of the Trust Issuer and to pay the balance to the Depositor Paragon Auto pursuant to the Sale and Servicing Agreement; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate Property to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder(s) and the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture and the Sale and Servicing Agreement; (ivv) to enter into and perform its obligations under the Basic Related Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Property and the making of distributions to the Certificateholders Certificateholder(s) and the Noteholders, and . The Issuer is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Related Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $________ aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholdersis, and in furtherance of such purpose the Trust shall have the power and authority, to engage in the following ministerial activities: (ia) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell sell, transfer or otherwise transfer (including to Affiliates) exchange the Notes and the Trust Certificates; (iic) with to acquire certain property and assets from the proceeds of Depositor on the sale of Closing Date pursuant to the Notes Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Trust CertificatesCertificateholders, to purchase the Receivables, to fund make deposits into and withdrawals from the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiid) to assign, grant, transfer, pledge 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 Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ive) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vf) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Notes and Certificates; (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) Securityholders. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes Bonds pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificatessuch Bonds; (ii) with the proceeds of the sale of the Notes Bonds and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund Prefunding Account and the Yield Supplement Account, Capitalized Interest Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Mortgage Loan Contribution Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the Sale and Servicing Agreement Holders any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is or is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and; (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions and payments to the Certificateholders Holders and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any.Bondholders; and (bvii) to issue the Certificates pursuant to this Agreement. The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and to sell the Trust Certificates Notes upon the written order of the Depositor, and pursuant to this Agreement and to sell or otherwise transfer (including issue a Certificate with a $28,093,218 aggregate principal amount to Affiliates) the Notes and Depositor upon the Trust Certificateswritten order of the Depositor; (ii) with the proceeds of the sale of the Notes and the Trust Certificatesissuance of the Certificate, to purchase pay the ReceivablesDepositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (iii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Fund Account and the Yield Supplement Account, to pay the organizational, start-up organizational and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing AgreementTrust; (iiiiv) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owner and the Noteholders, and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) . The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell or otherwise transfer (including to Affiliates) the Notes and the Trust Certificates; (ii) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Receivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate, Estate and the making of distributions to the Certificateholders Owners and the Noteholders, and . The Trust is hereby authorized to engage in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) foregoing activities. The Issuer Trust shall not engage in any activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.