Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Holding Trust is, and the Holding Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Holding Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Holding Trust Certificate pursuant to this Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (cii) to acquire from time to time the Owner Holding Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the rights to the Owner Holding Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Holding Trust Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the rights to the Owner Holding Trust Estate released from the Lien of, and remitted to the Trust pursuant to, of the Indenture; (diii) to sell from time to time any portion of the Owner Holding Trust Estate pursuant to the terms of the Sale and Servicing Agreement; (iv) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Holding Trust Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Holding Trust Estate and the making of distributions to the Certificateholder and the NoteholdersHolding Trust Certificateholder. The Holding Trust is hereby authorized to engage in the foregoing activities. The Holding Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Basic Documents or in any other document, neither the Holding Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Holding Trust or engage in activities other than the foregoing, and, in particular neither the Holding Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Holding Trust to fail to qualify as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Holding Trust is, and the Holding Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Holding Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Holding Trust Certificate pursuant to this Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (cii) to acquire from time to time the Owner Holding Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the rights to the Owner Holding Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Holding Trust Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the rights to the Owner Holding Trust Estate released from the Lien of, and remitted to the Trust pursuant to, of the Indenture; (diii) to sell from time to time any portion of the Owner Holding Trust Estate pursuant to the terms of the Sale and Servicing Agreement; (iv) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal renewals thereof) as prepared and instructed by the Holding Trust Certificateholder or the Servicer, including including, without limitation, a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, a Consumer Discount License Application with the Pennsylvania Department of Banking and Securities, Licensing Division, a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and, and a Money Lender License Application with the South Dakota Department of Labor and Regulation; (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Holding Trust Estate and the making of distributions to the Certificateholder and the NoteholdersHolding Trust Certificateholder. The Holding Trust is hereby authorized to engage in the foregoing activities. The Holding Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Basic Documents or in any other document, neither the Holding Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Holding Trust or engage in activities other than the foregoing, and, in particular neither the Holding Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Holding Trust to fail to qualify as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. The purpose of the Trust is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell the NotesNotes and the Certificates; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and the Holding Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to contribute the Receivables to the Holding Trust on the Closing Date in exchange for the Holding Trust Certificate and to act as the holder of the Holding Trust Certificate; (iv) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal renewals thereof) as prepared and instructed by the Certificateholder Depositor or the Servicer, including including, without limitation, a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, a Consumer Discount License Application with the Pennsylvania Department of Banking and Securities, Licensing Division, a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation, and a Money Lender License Application with the South Dakota Department of Labor and Regulation; (vii) to accept capital contributions in accordance with Section 2.5 of this Agreement; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Basic Documents or in any other document, none of the Trust, the Owner Trustee or the Certificate Paying Agent (or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer or engage in activities other than the foregoing, and, in particular none of the Trust, the Owner Trustee or the Certificate Paying Agent (or any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. The purpose of the Trust is, is to engage in the following activities and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Trust Agreement and to sell the NotesNotes and the Certificates; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate to the Trust Collateral Agent Mortgage Loans pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Section 5.01 herein, any portion of the Owner Trust Estate Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a partyparty and, in accordance with the terms of Article IV, to take any actions requested by the Holders of the Certificates under the Basic Documents; (ev) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Collateral subsequent to the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; andtherewith; (fvii) 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 Collateral and the making of distributions to the Certificateholder and the Noteholders; and (viii) as set forth in the Indenture, at any time on or after the Closing Date, the Issuer shall have the right to convey to the Collateral, solely for the benefit of the Holder of the Certificates, a derivative contract or comparable instrument. Any such instrument shall constitute a fully prepaid agreement. All collections, proceeds and other amounts in respect of such an instrument shall be distributed to the Certificates on the Payment Date following receipt thereof by the Indenture Trustee or the Securities Administrator. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereof, Notes to fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell the NotesNotes and the Certificates; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and the Holding Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to contribute the Receivables to the Holding Trust on the Closing Date in exchange for the Holding Trust Certificate and to act as the holder of the Holding Trust Certificate; (iv) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder Depositor or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Basic Documents or in any other document, none of the Trust, the Owner Trustee or the Certificate Paying Agent (or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer or engage in activities other than the foregoing, and, in particular none of the Trust, the Owner Trustee or the Certificate Paying Agent (or any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. The purpose of the Trust is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and the Holding Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to contribute the Receivables to the Holding Trust on the Closing Date in exchange for the Holding Trust Certificate and to act as the Holder of the Holding Trust Certificate; (iv) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder Majority Certificateholders or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Basic Documents or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. The purpose of the Trust is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell the NotesNotes and the Certificates; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and the Holding Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to contribute the Receivables to the Holding Trust on the Closing Date in exchange for the Holding Trust Certificate and to act as the holder of the Holding Trust Certificate; (iv) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder Depositor or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; (vii) to accept capital contributions in accordance with Section 2.5 of this Agreement; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. Notwithstanding anything to the contrary in this Agreement, the Basic Documents or in any other document, none of the Trust, the Owner Trustee or the Certificate Paying Agent (or any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer or engage in activities other than the foregoing, and, in particular none of the Trust, the Owner Trustee or the Certificate Paying Agent (or any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a fixed investment trust described in Treasury Regulation section 301.7701-4(c) that is treated as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and Issuer is to conserve the Trust shall have Estate in accordance with the power and authorityTransaction Documents, to maximize the economic return to the Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes pursuant to the Indenture and to sell the Certificate Notes to the Initial Purchasers; (ii) to issue the Certificates and the X-IO Interest pursuant to this AgreementAgreement and deliver each of them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sell consummate the Notestransactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the Note Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the Trust Collateral Agent exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application (entering into agreements with financial advisors and any renewal thereof) other professionals with respect to matters involving the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. Certificateholders. (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust shall Issuer will not engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the Basic Transaction Documents. Notwithstanding anything contained herein to the contrary, no Person acting on behalf of the Issuer will have the authority to consummate any act that would result in an Adverse REMIC Event. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the Issuer may not (I) issue debt or obligations other than the Notes, (II) issue equity interests other than the Certificates and the X-IO Interest, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (1) year of the date of the investment (but no later than the anticipated date of distribution), unless the Trustor provides an Opinion of Counsel to the Issuer, the Delaware Trustee, the Administrator and the Certificate Paying Agent stating that such issuance of debt or obligations or acquisition of assets will not result in an Adverse REMIC Event. (d) The Trust Estate may not inure to the benefit of any Person other than the Indenture Trustee and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder (collectively, the "Act"), or take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a commodity pool operator under the Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as defined in Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) in connection with any breach of the foregoing.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire the Receivables from the Depositor for contribution to the Grantor Trust and to manage and hold the Receivables and the related Contracts; (b) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, to sell, transfer or exchange the Notes and the Certificates, to pay interest and principal of the Notes and to sell make distributions to the NotesCertificateholders; (bc) to acquire the property and assets set forth in the Sale and Servicing Agreement Grantor Trust Certificate from the Depositor Grantor Trust and to convey the Third Step Transferred Property to the Grantor Trust pursuant to the terms thereof, to fund the Reserve Account and Receivables Contribution Agreement; (d) to pay the organizational, start-up and transactional expenses of the TrustTrust to the extent not paid by the Depositor or the initial Certificateholders; (ce) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit terms of the Trustee on behalf of the Noteholders Indenture and to hold, manage and distribute to the Certificateholder Certificateholders, pursuant to the terms of this Agreement and the Sale and Servicing Agreement Indenture, any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (df) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is a party and the Acknowledgement Agreement and any additional agreement, document, letter or undertaking executed in connection with the Transaction Documents, the Acknowledgement Agreement or the transactions described therein to which it is a party; (eg) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fh) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and Securityholders. Each of the Noteholders. The Trust Owner Trustee or the Administrator, as applicable, is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Trust. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The sole purpose of the Trust isis to hold or conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture Indenture, to sell the Notes, and the Certificate to issue Residual Interest Instruments pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund purchase the Reserve Account Contracts, and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey ("Grant") the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Owners pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owners and the Noteholders; and (vi) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to engage in the foregoing activities. The Other than pursuant to this Agreement, or in connection with or incidental to the provisions or purposes of this Agreement, the Trust shall not (i) issue debt or otherwise borrow money, (ii) merge or consolidate with any other entity, reorganize, liquidate or transfer all or substantially all of its assets to any other entity or (iii) otherwise engage in any activity other than or exercise any power not provided for in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. However, all action taken by the Owner Trustee on behalf of the Trust prior to the Closing Date in connection with the filing of an Application for Licensure Sales Finance Company in Pennsylvania is hereby ratified.

Purposes and Powers. The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture Indenture, to sell the Notes, and the Certificate to issue Residual Interest Instruments pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund purchase the Reserve Account Contracts, and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey ("GRANT") the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owners and the Noteholders; and (vi) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to engage in the foregoing activities. The Other than pursuant to this Agreement, or in connection with or incidental to the provisions or purposes of this Agreement, the Trust shall not (i) issue debt or otherwise borrow money, (ii) merge or consolidate with any other entity, reorganize, liquidate or transfer all or substantially all of its assets to any other entity or (iii) otherwise engage in any activity other than or exercise any power not provided for in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. However, all action taken by the Owner Trustee on behalf of the Trust prior to the Closing Date in connection with the filing of an Application for Licensure Sales Finance Company in Pennsylvania is hereby ratified.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered (but shall not be obligated), in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activities: (a) to execute, authenticate, deliver, and issue from time to time the Notes pursuant to the Indenture and the Certificate Trust Certificates pursuant to this AgreementTrust Agreement and, if applicable, a supplement hereto, and to sell the NotesNotes and to transfer the Trust Certificates pursuant to such agreements and the other Transaction Documents; (b) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund purchase the Reserve Account and Initial Loans, to pay the organizational, start-up and transactional expenses of the TrustTrust and to fund the Transaction Accounts then permitted or required to be funded pursuant to the Sale and Servicing Agreement or the Indenture; (c) as permitted under the Transaction Documents, to acquire from time to time purchase, acquire, own, hold, receive, manage, exercise rights and remedies with respect to, sell, transfer and dispose of, the Owner Trust Estate, Estate or any portion thereof as well as any permitted Trust subsidiary; (d) to assign, grant, transfer, pledge, mortgage mortgage, convey and convey grant a security interest in the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage manage, transfer and distribute to the Certificateholder Certificateholders pursuant to the terms of this Trust Agreement and 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; (de) to enter into into, execute, deliver and perform its obligations under the Basic Transaction Documents to which it is to be a partyparty and to exercise its rights and remedies thereunder; (ef) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate and the making of distributions to the Certificateholders, the Noteholders and others specified in the Transaction Documents; and (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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholderstherewith. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Nothing contained herein shall be deemed to authorize the Owner Trustee on behalf of the Trust to engage in any other business operations or any activities other than those set forth in this Section 2.03. Specifically, the Owner Trustee shall have no authority on behalf of the Trust to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate from time to time in accordance with the Transaction Documents. Similarly, the Owner Trustee shall have no discretionary duties other than performing those acts necessary to accomplish the purpose of this Trust as set forth in this Section 2.03, certain of which may be delegated to the Servicer or the Administrator. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their sale by the Initial Purchaser.

Purposes and Powers. The purpose of the Trust is, and the Trust Owner Trustee shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell sell, transfer and exchange the NotesNotes and the Certificates and to pay interest on and principal of the Notes and distributions on the Certificates; (b) to acquire the property and assets set forth in the Sale and Servicing Contribution Agreement from the Depositor pursuant to the terms thereof, to fund make deposits to and withdrawals from the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing Contribution Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (f) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activities; provided, however, that neither the Owner Trustee nor officers of the Owner Trustee on behalf of the Trust shall have or exercise any powers not permitted of "Qualifying SPEs" (within the meaning of the Statement of Financial Accounting Standard No. 140 ("FAS 140")) under FAS 140 or any successor accounting standard thereto. The Trust Owner Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in Company has been formed solely for the following activitiespurposes: (a) purchasing or otherwise acquiring from time to issue the Notes pursuant time all right, title and interest in and to installment sale or lease contracts or promissory notes arising out of or relating to the Indenture purchase or lease of motor vehicles, monies due thereunder, the motor vehicles financed thereby or security interests therein, proceeds from claims on insurance policies related thereto, liquidation proceeds thereof and related rights and other property appurtenant thereto and proceeds of any of the Certificate pursuant to this Agreementforegoing (collectively, and to sell the Notes"Assets"); (b) to acquire acquiring, owning, holding, servicing, selling, assigning, pledging, granting security interests in, and otherwise dealing with the property and assets set forth in Assets, collateral securing the Sale and Servicing Agreement from the Depositor pursuant to the terms thereofAssets, to fund the Reserve Account and to pay the organizationalrelated insurance policies, start-up and transactional expenses agreements with motor vehicle dealers or lessors or other originators or servicers of the TrustAssets and any proceeds or further rights associated with any of the foregoing; (c) to acquire forming Trusts and transferring from time to time the Owner Trust EstateAssets, or interests therein, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Trusts pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders one or more sale and to holdservicing agreements, manage trust agreements, pooling and distribute to the Certificateholder pursuant to the terms of the Sale servicing agreements or other agreements and Servicing Agreement any portion of the Owner Trust Estate released from the Lien ofexecuting and delivering purchase agreements, administration agreements, custodial agreements, and remitted to the Trust pursuant toany other agreement (collectively, the Indenture"Securitization Agreements"), which may be required or advisable to effect issuances and sales of Securities; (d) authorizing, selling, delivering and acquiring the Securities; (e) holding and enjoying all of the rights and privileges of any subordinate or residual certificates issued under Securitization Agreements, and selling and delivering any interests for a purchase price determined under fair and commercially reasonable terms; (f) preparing, executing and filing with the Securities Exchange Commission a registration statement, including a prospectus and forms of prospectus supplements relating to enter into Securities; (g) preparing private placement memorandums relating to Securities to be offered and perform sold privately; (h) performing its obligations under the Basic Documents each Securitization Agreement to which it is a party;; and (ei) engaging in any activity and exercising any powers permitted to engage in those activities, including entering into agreements, limited liability companies organized under the Act that are incidental to and necessary, suitable or convenient to accomplish for the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction accomplishment of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documentsforegoing.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust Owner Trustee and the Co-Owner Trustee on behalf of the Trust, but each only to the extent provided in this Agreement, shall have the power and authority, to engage in the following activities: (ai) to issue and sell the Notes pursuant to the Indenture and the initial Certificate pursuant to this Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust from amounts on deposit in the Certificate Contribution Account; (cii) to acquire from time execute and deliver the Depositor Transfer and Sale Agreement, whereby the Depositor and the Depositor Eligible Lender Trustee shall transfer and assign to time the Owner Trust Estate, and the Trust Eligible Lender Trustee all of the Trust Property; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to which it holds title and all of its right, title and interest in the Trust Collateral Agent pursuant Depositor Transfer and Sale Agreement to the Indenture Trustee for the benefit of the Trustee on behalf Noteholders (and to execute (by any one or more of the Noteholders Trustees) and file UCC financing statements as deemed necessary or appropriate to evidence the same) and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement hereof any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust Co-Owner Trustee for deposit in the Certificate Distribution Account pursuant to, the Indenture; (div) to issue and sell one or more series of the Notes; (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fvii) 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 Certificateholder Certificateholder. (b) Except as otherwise expressly provided herein with respect to the Owner Trustee and the Noteholders. The Trust Eligible Lender Trustee, the Co-Owner Trustee is hereby authorized to engage in the foregoing activities. The Trust Co-Owner Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sell the NotesNotes and the Trust Certificates; (bii) with the proceeds of the sale of the Notes and the Trust Certificates, to acquire purchase the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereofContracts, to fund the Reserve Account and Spread Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time Grant the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than as required or authorized by those set forth in the terms introductory sentence of this Agreement Section. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate under Section 1.01 or otherwise vary the Basic Documents.assets held by

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (ai) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement and each Transfer Agreement, as applicable; (ii) to issue the Notes pursuant to the Indenture and the Class C Certificate and the Class R Certificate pursuant to this Agreement, to sell and exchange the Notes and to transfer the Class R Certificate to the Transferor and sell the NotesClass C Certificate and to pay interest on and principal of the Notes and distributions on the Certificates; (biii) with the proceeds of the sale of the Notes and the Class C Certificate, to acquire fund the property Pre-Funding Account, the Spread Account and assets set forth in the Supplemental Enhancement Account, and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustAgreement; (civ) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of Note Insurer, the Certificateholders and the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing Agreement, each Transfer Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Trust pursuant to, of the Indenture; (dv) at the direction of the Transferor and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Class R Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. (b) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall not secure any indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as responsible for the debts and obligations of the Owner Trustee, the Certificateholders, LBAC, LBARC-WI, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and any Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, the Class R Certificateholder and the Class C Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI and any Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI or any Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholders and the Transferor and the delivery to the Owner Trustee by each of the Certificateholders and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Class R Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Class R Certificateholder, and the Class R Certificateholder may not perform any of the Trust's duties or obligations. (p) The Class R Certificate shall entitle the Class R Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Class C Certificate shall entitle the Class C Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (r) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall any Certificateholder have the ability to terminate the Trust unilaterally. (s) The Trust shall not consensually merge or consolidate with any of WTC, the Owner Trustee, the Transferor, LBAC, LBARC-WI or any Certificateholder. (t) Neither the Transferor nor any Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to issue the Certificate Certificates, pursuant to this Agreement, and to sell sell, transfer and exchange the NotesNotes and the Certificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder, if any; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to fund make deposits to and withdrawals from the Collection Account, the Note Distribution Account, the Reserve Account, the Capitalized Interest Account and the Pre-Funding Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (cd) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; andtherewith; (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder, if any, the Insurer and the Noteholders; and (h) at any time with the prior consent of the Insurer, enter into derivatives transactions. The Trust Owner Trustee is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Issuer. The In addition, the Administrator shall have the authority to engage in certain activities on behalf of the Trust pursuant to the Administration Agreement. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered (but shall not be obligated), in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activities: (a) to execute, authenticate, deliver, and issue from time to time the Notes pursuant to the Indenture and the Certificate Trust Certificates pursuant to this AgreementTrust Agreement and, if applicable, a supplement hereto, and to sell the NotesNotes and to transfer the Trust Certificates pursuant to such agreements and the other Transaction Documents; (b) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund purchase the Reserve Account and Initial Loans, to pay the organizational, start-up and transactional expenses of the TrustTrust and to fund the Transaction Accounts then permitted or required to be funded pursuant to the Sale and Servicing Agreement or the Indenture; (c) as permitted under the Transaction Documents, to acquire from time to time purchase, acquire, own, hold, receive, manage, exercise rights and remedies with respect to, sell, transfer and dispose of, the Owner Trust Estate, Estate or any portion thereof as well as any permitted Trust subsidiary; (d) to assign, grant, transfer, pledge, mortgage mortgage, convey and convey grant a security interest in the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage manage, transfer and distribute to the Certificateholder Certificateholders pursuant to the terms of this Trust Agreement and 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; (de) to enter into into, execute, deliver and perform its obligations under the Basic Transaction Documents to which it is to be a partyparty and to exercise its rights and remedies thereunder; (ef) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate and the making of distributions to the Certificateholders, the Noteholders and others specified in the Transaction Documents; and (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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholderstherewith. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Nothing contained herein shall be deemed to authorize the Owner Trustee on behalf of the Trust to engage in any other business operations or any activities other than those set forth in this Section 2.03. Specifically, the Owner Trustee shall have no authority on behalf of the Trust to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate from time to time in accordance with the Transaction Documents. The Owner Trustee shall have no discretionary duties hereunder. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their sale by the Initial Purchaser.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into the Hedge Agreement; (v) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into the Swap Agreement; (v) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and Issuer is to conserve the Trust shall have Estate in accordance with the power and authorityTransaction Documents, to maximize the economic return to the Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes pursuant to the Indenture and to sell the Certificate Notes to the Initial Purchasers; (ii) to issue the Certificates and the X-IO Interest pursuant to this AgreementAgreement and deliver each of them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sell consummate the Notestransactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the Note Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the Trust Collateral Agent exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application (entering into agreements with financial advisors and any renewal thereof) other professionals with respect to matters involving the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. Certificateholders. (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust shall Issuer will not engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the Basic Transaction Documents. Notwithstanding anything contained herein to the contrary, no Person acting on behalf of the Issuer will have the authority to consummate any act that would result in an Adverse REMIC Event. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the Issuer may not (I) issue debt or obligations other than the Notes, (II) issue equity interests other than the Certificates and the X-IO Interest, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (1) year of the date of the investment (but no later than the anticipated date of distribution), unless the Trustor provides an Opinion of Counsel to the Issuer, the Delaware Trustee, the Administrator and the Certificate Paying Agent stating that such issuance of debt or obligations or acquisition of assets will not result in an Adverse REMIC Event. (d) The Trust Estate may not inure to the benefit of any Person other than the Indenture Trustee and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder (collectively, the "Act"), or take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a commodity pool operator under the Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as defined in Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) in connection with any breach of the foregoing, or as a result of the assets of the Trust being subject to regulation under the Commodity Exchange Act.

Purposes and Powers. The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority, to engage in the following activities:activities:‌ (a) to issue the Notes pursuant to the Indenture and Indenture, to issue the Certificate Certificates pursuant to this Agreement, and to sell borrow the NotesRetained Interest Loan from the Retained Interest Lender pursuant to the Loan Agreement, and to sell, transfer and exchange the Notes and the Certificates and to pay interest on and principal of the Notes to the Noteholders, to make distributions to the Certificateholders and to pay interest and principal on the Retained Interest Loan to the Retained Interest Lender; (b) to form the Grantor Trust, acquire the Grantor Trust Certificate from the Grantor Trust and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Contribution Agreement; (c) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund make or cause to be made deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Certificate Distribution Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (cd) to acquire from time to time the Owner Trust Estate, to assign, grantXxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Certificateholders any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and payments to the Noteholders and the NoteholdersRetained Interest Lender. The Trust Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Issuer. The Trust Neither the Issuer nor any Person acting on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Notwithstanding anything to the contrary in the Transaction Documents or in any other document, neither the Issuer nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Issuer or engage in activities other than the foregoing, and, in particular neither the Issuer nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Pre-Funding Account, the Capitalized Interest Account and the Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire the Receivables from the Depositor for contribution to the Grantor Trust and to manage and hold the Receivables and the related Contracts; (b) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, to sell, transfer or exchange the Notes and the Certificates, to pay interest and principal of the Notes and to sell make distributions to the NotesCertificateholders; (bc) to acquire the property and assets set forth in the Sale and Servicing Agreement Grantor Trust Certificate from the Depositor Grantor Trust and to convey the Third Step Transferred Property to the Grantor Trust pursuant to the terms thereof, to fund the Reserve Account and Receivables Contribution Agreement; (d) to pay the organizational, start-up and transactional expenses of the TrustTrust to the extent not paid by the Depositor or the initial Certificateholders; (ce) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit terms of the Trustee on behalf of the Noteholders Indenture and to hold, manage and distribute to the Certificateholder Certificateholders, pursuant to the terms of this Agreement and the Sale and Servicing Agreement Indenture, any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (df) to enter into and perform its obligations and exercise its rights under the Basic Transaction Documents to which it is a party and the Acknowledgement Agreement and any additional agreement, document, letter or undertaking executed in connection with the Transaction Documents, the Acknowledgement Agreement or the transactions described therein to which it is a party; (eg) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fh) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and Securityholders. Each of the Noteholders. The Trust Owner Trustee or the Administrator, as applicable, is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Trust. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes. 2 CRVNA 2022-P2 Trust Agreement

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into the Hedge Agreement; (v) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and is to engage exclusively in the activities set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activitiesactivities set forth in this Section 2.03 as follows: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificate and Residual Interest Certificate pursuant to this Agreement, Agreement and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from the Depositor Borrowings made pursuant to the terms thereofNote Funding Agreement, to fund acquire the Reserve Account Timeshare Loans and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner assets constituting the Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and Indenture; (iv) to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Residual Interest Owner any portion of the Owner Trust Estate released from the Lien of, and remitted to of the Trust pursuant to, Indenture simultaneously with the release of such property in accordance with the Indenture; (dv) to enter into and perform its the Trust’s obligations under the Basic Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; andtherewith; (fvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interest Owner and the Noteholders. The ; and (viii) to file with the Delaware Secretary of State pursuant to Section 3810 of the Statutory Trust is hereby authorized to engage in Statute, (a) a certificate of trust, and any amendments thereto or restatements thereof which may become necessary or advisable, and (b) upon the foregoing activities. dissolution and winding up of the affairs of the Trust, a certificate of cancellation. (b) The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in Section 2.03(a) hereof. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those acts set forth above necessary to accomplish the purpose of this Agreement or the Basic DocumentsTrust as set forth in Section 2.03(a) hereof.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account [and the Pre-Funding Account] and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) [to enter into the Hedge Agreement;] (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the following activities: (a) : to execute, deliver and issue the Series 1998-C Notes pursuant to the Indenture and to authorize, execute, authenticate, issue and deliver the Certificate Trust Certificates, the Special Interest and the Voting Interest pursuant to this Agreement, and to sell the Series 1998-C Notes; (b) to acquire , the property Trust Certificates, the Special Interest and assets set forth in the Sale Voting Interest; with the proceeds of the sale of the Series 1998-C Notes and Servicing Agreement from the Depositor pursuant to the terms thereofTrust Certificates, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) Trust and to acquire pay the balance to the Originators pursuant to the Sale and Servicing Agreement; to acquire, receive and accept from time to time the Owner Trust Estate, and to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to (including the Trust Collateral Agent Collateral) pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (d) ; to enter into into, execute, deliver, file and perform its obligations under the Basic Documents to which it is a party; (e) Documents; 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale therewith; and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic DocumentsDocuments to which the Trust is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, and to sell the NotesNotes and the Certificates; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire acquire, receive and accept from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account) to the Trust Indenture Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and for the benefit of the Letter of Credit Provider, and to hold, manage and distribute to the Certificateholder 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to enter into interest rate swap agreements, interest rate cap agreements and other derivative instruments in connection with the Notes; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fvii) subject to compliance with the Basic DocumentsDocuments to which the Trust is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Grantor Trust is, and the Grantor Trust shall have the power and authority, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificate Grantor Trust Certificates pursuant to this Agreement, and to sell sell, transfer and exchange the NotesGrantor Trust Certificates and to make distributions to the Grantor Trust Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account Grantor Trust Estate and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Grantor Trust Certificateholders any portion of the Owner Grantor Trust Estate released from the Lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (dc) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ed) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fe) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Certificateholder Grantor Trust Certificateholders. Each of the Grantor Trust Trustee and the Noteholders. The Trust Administrator, as applicable, is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Grantor Trust. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Notwithstanding anything to the contrary in the Transaction Documents or in any other document, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Grantor Trust or engage in activities other than the foregoing, and, in particular neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund [the Reserve Pre-Funding Account, the Capitalized Interest Account and the Spread Account] and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of [the Insurer and] the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) [to enter into the Swap Agreement;] (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer [without further consent or instruction from the Instructing Party], including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activities: (a) to issue execute and deliver the Notes pursuant Transaction Documents to the Indenture and the Certificate pursuant to this Agreement, and to sell the Noteswhich it is a party; (b) to acquire execute, authenticate, deliver, and issue from time to time the property and assets set forth Class A Note (or each Class A Note, if there is more than one Class A Note) (each, substantially in the Sale form of Exhibit B hereto) and Servicing the Residual Interest Certificate (substantially in the form of Exhibit A) pursuant to this Agreement and to issue and record any transfers thereof pursuant to this Agreement and the other Transaction Documents; (c) with the proceeds of the issuance of the Class A Note (or each Class A Note, if there is more than one Class A Note), to purchase the Assets from the Trust Depositor pursuant to the terms thereofthis Agreement, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to fund the Accounts then permitted or required to be funded pursuant to Article V of this Agreement; (cd) as permitted under the Transaction Documents, to acquire from time to time purchase, acquire, own, hold, receive, exercise rights and remedies with respect to, sell, transfer and dispose of, the Owner Trust Estate, Estate or any portion thereof; (e) to assign, grant, transfer, pledge, mortgage mortgage, convey and convey grant a security interest in the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage manage, transfer and distribute to the Certificateholder Holders pursuant to the terms of this Agreement and the Sale and Servicing Receivables Purchase Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indentureto this Agreement; (df) to enter into into, execute, deliver and perform its obligations under the Basic Transaction Documents to which it is to be a partyparty and to exercise its rights and remedies thereunder; (eg) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate and the making of distributions to the Holders and others specified in the Transaction Documents; and (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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholderstherewith. The Trust is hereby authorized to engage in the foregoing activities. With respect to clause (h) above, the exercise of rights or remedies by the Trustee pursuant to clauses (d) or (f) above, and any activities required on the Trustee’s part to conserve the Trust Estate under clause (g) above, the parties hereto agree that the Trustee is only required to engage in such actions at the direction of the Trust Depositor or the Controlling Noteholder (as applicable) pursuant to the Transaction Documents. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents to which the Trust is a party. Nothing contained herein shall be deemed to authorize the Trustee on behalf of the Trust to engage in any other business operations or any activities other than those set forth in this Section 2.03. Specifically, the Trustee shall have no authority on behalf of the Trust to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate from time to time in accordance with the Transaction Documents. Similarly, the Trustee shall have no discretionary duties other than performing those acts necessary to accomplish the purpose of this Trust as set forth in this Section 2.03, certain of which the Trustee may delegate to the Servicer.

Purposes and Powers. The purpose of the each Trust is, is and the each Trust shall have the power and authority, and is hereby authorized and empowered, without the need for further action on the part of such Trust, (a) in the name and on behalf of the Trust, to do or cause to be done all acts and things as may be necessary, appropriate, or convenient to cause the Trust, from time to time, to engage in the following activities: 1. [reserved]; 2. to receive and hold the Trust Estate and any proceeds thereof (aif any and to the extent received) and to hold and deliver to the Owners or their designees any portion (or all) of the Trust Estate and any proceeds thereof (if any and to the extent received) pursuant to and in accordance with the terms of this Master Trust Agreement; 3. to engage in such other activities as may be required in connection with conservation of the Trust Estate; 4. to issue the Notes pursuant to Trust Certificates in exchange for the Indenture and the Certificate related Assets pursuant to this Master Trust Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, 5. to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders Security Agreement and Guaranty and to hold, manage hold and distribute deliver to the Certificateholder Owners pursuant to the terms of the Sale and Servicing this Master Trust Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the IndentureSecurity Agreement and Guaranty; (d) 6. to enter into into, execute, deliver and perform its the Trust’s obligations under the Basic Related Trust Documents and Security Agreement and Guaranty to which it is a party;; and (e) 7. to engage in those activities, including entering into into, executing, delivering, and performing its obligations under the Related Trust Documents, the Security Agreement and Guaranty and such other agreements, documents and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith therewith. (b) in the name and on behalf of each Trust to do or cause to be done any act or thing contemplated by this Section 2.3(b), to do or cause to be done all acts and things determined by the Administrators to be necessary, appropriate, or convenient in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Master Trust Agreement, and to perform all acts in furtherance thereof, including the sale, from time following: 1. to time, sell or dispose of Receivables the related Trust Estate in whole or in part at the written direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationrelated Majority Certificateholders; and (f) subject 2. to compliance with engage, solely at the Basic Documents, to engage in such other activities as may be required in connection with conservation written direction of the Owner Trust Estate Majority Certificateholders, in those activities, including entering into, executing, delivering, and performing its obligations under, agreements, documents and other writings that are necessary, suitable or convenient to accomplish the making of distributions to the Certificateholder and the Noteholders. The foregoing or are incidental thereto or connected therewith. (c) each Trust is hereby authorized to engage in the foregoing activitiesactivities specified in Section 2.3(a) and Section 2.3(b) hereof. The No Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Master Trust Agreement or the Basic other Related Trust Documents. The Administrators shall have the power and authority to direct the Trustees to perform any act authorized in this Section 2.3. The Trustees shall have no obligation to monitor any activities of the Depositors.

Purposes and Powers. The purpose of the Trust is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and the Holding Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to contribute the Receivables to the Holding Trust on the Closing Date in exchange for the Holding Trust Certificate and to act as the Holder of the Holding Trust Certificate; (iv) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement)therewith, and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder Majority Certificateholders or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. ‌ (a) The purpose of the Trust is, and Issuer is to conserve the Trust shall have Estate in accordance with the power and authorityTransaction Documents, to maximize the economic return to the Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes Securities pursuant to the Indenture and to sell the Certificate Securities to the Initial Purchasers; (ii) to issue the Certificates pursuant to this AgreementAgreement and deliver them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sell consummate the Notestransactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the Securities Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the Trust Collateral Agent exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application (entering into agreements with financial advisors and any renewal thereof) other professionals with respect to matters involving the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. Certificateholders. (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust shall Issuer will not engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the Basic Transaction Documents. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the Issuer may not (I) issue debt or obligations other than the Securities, (II) issue equity interests other than the Certificates, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (1) year of the date of the investment (but no later than the anticipated date of distribution). (d) The Trust Estate may not inure to the benefit of any Person other than the Indenture Trustee and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a commodity pool operator under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as defined in Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) in connection with any breach of the foregoing or resulting from the assets of the Issuer being subject to regulation under the Commodity Exchange Act.

Purposes and Powers. The purpose of the Trust isis to engage in the following activities, and the Trust shall have the power and authority, to engage in the following activitiesand is hereby authorized and empowered without further trust action: (ai) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sell transfer the NotesNotes and the Trust Certificates to the Depositor; (bii) with the proceeds of the sale of the Notes, to acquire purchase the property Receivables, to make deposits into and assets set forth in the Sale and Servicing Agreement withdrawals from the Depositor pursuant to Reserve Account[, the terms thereof, to fund Pre-Funding Account and the Reserve Account Negative Carry Account] [the Accumulation Account] and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) [to acquire transfer or contribute Receivables and other related assets acquired from time the Depositor to time the Owner Trust Estate, Grantor Trust;] (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for (including the benefit filing of the Trustee on behalf of the Noteholders financing statements in connection therewith) and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application entering into interest rate swaps and caps and other derivative instruments; (vii) to give the Issuing Entity Order to the Indenture Trustee to authenticate and any renewal thereof) with deliver the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationNotes; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. [Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for U.S. federal income tax purposes.]

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; andand Back to Contents (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Underlying Trust is, and the Underlying Trust and the Underlying Trustee on behalf of the Underlying Trust shall have the power and authority, to engage in the following activities, and the activities incidental thereto: (ai) to issue the Notes pursuant to the Indenture and the Underlying Trust Certificate pursuant to this Agreement, Agreement and to sell pay distributions on the NotesUnderlying Trust Certificate; (bii) [to establish the Collection Account;] (iii) to acquire and own (through the property Underlying Trustee) the Contracts and other related assets set forth in the Sale and Servicing Agreement from the Depositor sold and transferred by Harley-Davidson Customer Funding Corp. pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (civ) to acquire from time to time hold and distribute (through the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey Underlying Trustee) the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureCertificateholder; (dv) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party;; and (evi) to engage (through the Underlying Trustee) in those activities, including entering into agreementsagreements (including, without limitation, the Sale and Servicing Agreement, and the Administration Agreement), that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including therewith; provided, however, that nothing herein shall give the sale, from time to time, of Receivables at the direction Underlying Trustee or any other person acting on behalf of the Servicer pursuant Underlying Trust the power to Section 4.3(c) accept additional contributions[, and neither the Underlying Trustee nor any other person acting on behalf of the Sale Underlying Trust shall have the power to vary the investment of the Certificateholder in a manner that would prevent the Underlying Trust from qualifying as a grantor trust for United Stated federal income tax purposes]. (b) In addition, the Underlying Trust shall comply with the following requirements: (i) maintain books and Servicing Agreement), records separate from any other Person; (ii) maintain its bank accounts separate from any other Person; (iii) conduct its permitted business in its own name and not that of the filing of State business licenses Harley-Davidson Credit or any Affiliate; (and any renewal thereofiv) other than as prepared and instructed contemplated by the Transaction Documents, pay its own liabilities and expenses only out of its own funds; (v) not guarantee or become obligated for the debts of any other Person; (vi) not hold out its credit as being available to satisfy the obligation of any other Person; (vii) not acquire the obligations or securities of the Settlor or its Affiliates; (viii) other than as contemplated by the Transaction Documents, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other Person; (ix) other than as contemplated by the Transaction Documents and related documentation, not pledge its assets for the benefit of any other Person; (x) hold itself out as separate from the Certificateholder or Servicer, including and not conduct any business in the name of the Certificateholder; (xi) correct any known misunderstanding regarding its separate identity; (xii) not identify itself as a Sales Finance Company Application (and division of any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationother Person; and (fxiii) subject to compliance except as required or specifically provided in this Agreement, conduct business with the Basic Documents, to engage in such other activities as may be required in connection with conservation Certificateholder or any Affiliate thereof only on an arm’s-length basis. (c) The Underlying Trust (or the Underlying Trustee on behalf of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust Underlying Trust) is hereby authorized to engage in the foregoing activitiesactivities stated in paragraphs (a) and (b) above. The Neither the Underlying Trust nor the Underlying Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Trust is, and the Trust shall have the power and authority, is to engage solely in the following activities: (ai) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement and each Transfer Agreement, as applicable; (ii) to issue the Notes pursuant to the Indenture and the Class C Certificates and the Class R Certificate pursuant to this Agreement, to sell and exchange the Notes and to transfer the Class R Certificate to the Transferor and sell the NotesClass C Certificates and to pay interest on and principal of the Notes and distributions on the Certificates; (biii) with the proceeds of the sale of the Notes and the Class C Certificates, to acquire fund the property Pre-Funding Account, the Spread Account and assets set forth in the Supplemental Enhancement Account, and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustAgreement; (civ) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of Note Insurer, the Certificateholders and the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing Agreement, each Transfer Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Trust pursuant to, of the Indenture; (dv) at the direction of the Transferor and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Class R Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. (b) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall not secure any indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as responsible for the debts and obligations of the Owner Trustee, the Certificateholders, LBAC, LBARC-WI, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and any Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, the Class R Certificateholder and the Class C Certificateholders, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI and any Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI or any Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholders and the Transferor and the delivery to the Owner Trustee by each of the Certificateholders and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Class R Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Class R Certificateholder, and the Class R Certificateholder may not perform any of the Trust's duties or obligations. (p) The Class R Certificate shall entitle the Class R Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Class C Certificates shall entitle the Class C Certificateholders only to the benefits and distributions as are expressly set forth in this Agreement. (r) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall any Certificateholder have the ability to terminate the Trust unilaterally. (s) The Trust shall not consensually merge or consolidate with any of WTC, the Owner Trustee, the Transferor, LBAC, LBARC-WI or any Certificateholder. (t) Neither the Transferor nor any Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account[, the Pre-Funding Account and the Capitalized Interest Account] and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) [to enter into the Swap Agreement;] (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Pre-Funding Account, the Capitalized Interest Account and the Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholder, the Insurer and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders Noteholders; and to hold, manage and distribute to the 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the following activities: (a) : to execute, deliver and issue the Series 1999-1 Notes pursuant to the Indenture and to authorize, execute, authenticate, issue and deliver each Class of the Certificate Trust Certificates, the Special Interests and the Voting Interest pursuant to this Agreement, and to sell the Series 1999-1 Notes; (b) to acquire , the property Trust Certificates, the Special Interests and assets set forth in the Sale Voting Interest; with the proceeds of the sale of the Series 1999-1 Notes and Servicing Agreement from the Depositor pursuant to the terms thereofTrust Certificates, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) Trust and to acquire pay the balance to the Seller pursuant to the Sale and Servicing Agreement; to acquire, receive and accept from time to time the Owner Trust Estate, and to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to (including the Trust Collateral Agent Collateral) pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (d) ; to enter into into, execute, deliver, file and perform its obligations under the Basic Documents to which it is a party; (e) Documents; 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale therewith; and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (f) subject to compliance with the Basic DocumentsDocuments to which the Trust is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Trustee on behalf of the Trust or the Trust Sponsor on behalf of the Trust, to the extent provided herein, shall have the power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate, or convenient to cause the Trust, to engage in the following activities: (ai) to issue execute and deliver the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the NotesTransaction Documents; (bii) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) to acquire from time to time the Owner Trust Estateacquire, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms dispose 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 IndentureProperty; (div) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (ev) to distribute of Trust Property in accordance with this Trust Agreement, (vi) to apply for a taxpayer identification number for the Trust, (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish are (viii) the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction winding up of the Servicer pursuant to Section 4.3(c) affairs of and liquidation of the Sale and Servicing Agreement), Trust and the preparation, execution and filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) certificate of cancellation of the Trust with the Pennsylvania Department Secretary of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with State of the Maryland Department State of Labor, Licensing and Regulation; andDelaware. (fb) subject to compliance with so long as this Trust Agreement remains in effect, neither the Basic Documents, to engage in such other activities as may be required in connection with conservation Trust Sponsor nor the Trust (or the Trustee acting on behalf of the Owner Trust Estate and the making of distributions to the Certificateholder and the NoteholdersTrust) shall undertake any business, activities or transaction except as expressly provided herein or contemplated hereby. The Trust is hereby authorized to engage In particular, except as provided in the foregoing activities. The Transaction Documents neither the Trust shall not Sponsor nor the Trust (or the Trustee acting on behalf of the Trust) shall: (i) acquire any investments or engage in any activity activities not authorized by this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage, pledge, set-off or otherwise dispose of any of the Trust Property or interests therein, (iii) take or consent to any action that would result in the placement of a Lien on any of the Trust Property, (iv) take or consent to any action that would reasonably be expected to cause (or, in the case of the Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust to become taxable as a corporation or classified as other than a grantor trust for United States federal income tax purposes, or (v) take or consent to any action that would cause (or, in connection with the foregoing or other than as case of the Trustee, to the actual knowledge of a Responsible Officer would cause) the Trust to be deemed to be an "investment company" required or authorized by to be registered under the terms of this Agreement or the Basic DocumentsInvestment Company Act.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. ‌ (a) The purpose of the Trust is, and Issuer is to conserve the Trust shall have Estate in accordance with the power and authorityTransaction Documents, to maximize the economic return to the Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes pursuant to the Indenture and to sell the Certificate Notes to the Initial Purchasers; (ii) to issue the Certificates and the X-IO Interest pursuant to this AgreementAgreement and deliver each of them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sell consummate the Notestransactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the Note Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the Trust Collateral Agent exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application (entering into agreements with financial advisors and any renewal thereof) other professionals with respect to matters involving the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. Certificateholders. (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust shall Issuer will not engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the Basic Transaction Documents. Notwithstanding anything contained herein to the contrary, no Person acting on behalf of the Issuer will have the authority to consummate any act that would result in an Adverse REMIC Event. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the Issuer may not (I) issue debt or obligations other than the Notes, (II) issue equity interests other than the Certificates and the X-IO Interest, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (1) year of the date of the investment (but no later than the anticipated date of distribution), unless the Trustor provides an Opinion of Counsel to the Issuer, the Delaware Trustee, the Administrator and the Certificate Paying Agent stating that such issuance of debt or obligations or acquisition of assets will not result in an Adverse REMIC Event. (d) The Trust Estate may not inure to the benefit of any Person other than the Indenture Trustee and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder (collectively, the "Act"), or take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a commodity pool operator under the Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as defined in Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) in connection with any breach of the foregoing.

Purposes and Powers. The purpose of the Trust is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account [and the Pre-Funding Account] and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent Indenture Trustee pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) [to enter into the Hedge Agreement;] (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of BankingBanking and Securities, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Pre-Funding Account, the Capitalized Interest Account and the Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into the Swap Agreement; (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to issue the one or more Series of Notes pursuant to the Base Indenture and each Series Supplement thereto and to issue to the Depositor or an Affiliate of the Depositor (upon the Depositor's request) the Trust Certificate (representing the beneficial ownership interest in the Trust) pursuant to this Agreement, Agreement and to sell sell, transfer, exchange, increase the Notesprincipal amount of or decrease the principal amount of, redeem or refinance any Series of Notes (or Class thereof); (b) to acquire with the property and assets set forth proceeds of the issuance of a Series of Notes and/or the proportionate increase in the Sale Trust Interest, to purchase, on the Closing Date, the initial Receivables and Servicing the Transferor Certificate and all rights and benefits under the Receivables Purchase Agreement and the Transferor Certificate Purchase Agreement and the proceeds thereof, from the Depositor, and to purchase from time to time thereafter Additional Receivables from the Depositor, and to pay the balance of any proceeds or payments received in respect of the Trust Interest to the Depositor pursuant to the terms thereofSale and Servicing Agreement, to fund the Reserve Account Base Indenture, and to pay the organizationalany Series Supplement thereto, start-up and transactional expenses of the Trustthis Agreement; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and otherwise convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders Base Indenture, and to hold, manage manage, distribute and distribute pay to the Certificateholder Owner pursuant to the terms of the Sale and Servicing Agreement Agreement, the Base Indenture, and any Series Supplement thereto, and this Agreement, any portion of the Owner Trust Estate released from the Lien of, of the Base Indenture and remitted to the Trust pursuant to, to the IndentureBase Indenture or any Series Supplement thereto (including in connection with a reduction of the principal balance of any Series of Notes (or Class thereof)); (d) to enter into, or to authorize the Indenture Trustee to enter into, any Enhancement Agreement with respect to any Enhancement for any Series of Notes; (e) to enter into and perform its obligations under the Basic Documents with respect to each Series of Notes to which it is to be a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fg) subject to compliance with the Basic DocumentsDocuments with respect to each Series of Notes, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions payments to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The sole purpose of the Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Trust shall have the power and authority, in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture Indenture, to sell the Notes, and the Certificate to issue Residual Interest Instruments pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund purchase the Reserve Account Contracts, and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey ("GRANT") the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owners and the Noteholders; and (vi) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. However, all action taken by the Owner Trustee on behalf of the Trust prior to the Closing Date in connection with the filing of an Application for Licensure Sales Finance Company in Pennsylvania is hereby ratified.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund [the Reserve Pre-Funding Account, the Capitalized Interest Account and] [the Spread Account] and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the 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 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer [without further consent or instruction from the Instructing Part], including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Pre-Funding Account relating to the Trust and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Sponsor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and for the benefit of the Note Insurer and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Operative Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fvi) subject to compliance with the Basic Operative Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. . (b) The Trust shall not engage in any activity other than in connection with the foregoing those described in Section 2.3(a) or other than as required or authorized by the terms of this Agreement or the Basic Operative Documents. In addition, the Trust shall not: (i) incur any indebtedness other than the Notes issued pursuant to the Indenture (ii) engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) amend this Trust Agreement without a confirmation from each applicable Rating Agency then rating the Notes, that such amendment would not result in the qualification, downgrade or withdrawal of the rating on the Notes; (iv) effect a transfer of any direct or indirect ownership interest in the Trust such that either (y) the transferee owns more than a 49% interest in the Trust, or (z) the transferee is an affiliate or a family member of a transferor which owned more than a 49% interest in the Borrower before such transfer may be made unless such transfer is conditioned upon the delivery of an acceptable non-consolidation opinion to the Rating Agencies concerning, as applicable, the transferee and/or their respective owners; (v) engage in any business activity in which it is not currently engaged; (vi) take any action that might cause the Trust to become insolvent; or (vii) form, or caused to be formed, any subsidiaries; (c) The Trust shall: (i) maintain books and records separate from any other person or entity; (ii) maintain its bank accounts separate from any other person or entity; (iii) not commingle its assets with those of any other person or entity and will hold all of its assets in its own name; (iv) conduct its own business in its own name; (v) maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other person or entity and not have its assets listed on the financial statement of any other entity; (vi) file its tax returns separate from those of any other entity and not file a consolidated federal income tax return with any other entity; (vii) except as set forth herein, pay its own liabilities and expenses only out of its own funds; (viii) observe all organizational formalities; (ix) enter into transactions with affiliates only where each such transaction is intrinsically fair, commercially reasonable, and on the same terms as would be available in an arm's length transaction with a person or entity that is not an affiliate; (x) pay the salaries of its own employees from its own funds; (xi) maintain a sufficient number of employees in light of its contemplated business operations; (xii) not guarantee or become obligated for the debts of any other entity or person; (xiii) not hold out its credit as being available to satisfy the obligation of any other person or entity; (xiv) not acquire the obligations or securities of its affiliates or owners, including partners, members or shareholders, as appropriate; (xv) not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity (except for cash and investment-grade securities); (xvi) allocate fairly and reasonably any overhead expenses that are shared with an affiliate, including paying for office space and services performed by any employee of any affiliate; (xvii) not pledge its asset for the benefit of any other person or entity other than with respect to the Notes; (xviii) hold itself out as a separate identity; (xix) correct any known misunderstanding regarding its separate identity; (xx) not identify itself as a division of any other person or entity; and (xxi) maintain adequate capital in light of its contemplated business operations.

Purposes and Powers. The purpose of the Grantor Trust is, and the Grantor Trust shall have the power and authority, to engage in the following activities:activities:‌ (a) to issue the Notes pursuant to the Indenture and the Certificate Grantor Trust Certificates pursuant to this Agreement, and to sell sell, transfer and exchange the NotesGrantor Trust Certificates and to make distributions to the Grantor Trust Certificateholders; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account Grantor Trust Estate and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Grantor Trust Certificateholders any portion of the Owner Grantor Trust Estate released from the Lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (dc) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ed) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fe) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Certificateholder Grantor Trust Certificateholders. Each of the Grantor Trust Trustee and the Noteholders. The Trust Administrator, as applicable, is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Grantor Trust. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Notwithstanding anything to the contrary in the Transaction Documents or in any other document, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Grantor Trust or engage in activities other than the foregoing, and, in particular neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authorityauthority and is authorized, to engage in the following activities:: <R> (ai) to issue the Notes pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement [and the Revolving Liquidity Note pursuant to the Revolving Liquidity Note Agreement]; </R> (ii) to enter into (at any time before or after the Closing Date) and perform its obligations under any interest rate derivative agreement between the Trust and a counterparty, including any confirmations evidencing the transactions thereunder, using only the funds otherwise payable to the Certificateholders pursuant to Section 5.06(c)(vii) of the Sale and to sell the NotesServicing Agreement; (biii) to acquire the property Owner Trust Estate (including the Receivables and assets set forth related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustAgreement; (civ) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to pursuant to, and on the Trust Collateral Agent pursuant to terms and conditions set forth in, the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder 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; (dv) to enter into and perform its obligations under the Basic Documents Documents, the Interest Rate Swap Agreement and the Assignment Agreement to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders, the Swap Counterparty and the Noteholders. The Trust is hereby authorized Noteholders and in respect of amounts to engage in be released to the foregoing activitiesDepositor, the Servicer, the Administrator and third parties, if any. The Trust shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, ; to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders Noteholders; and to hold, manage and distribute to the 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; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust Delaware Trustee and the Co-Owner Trustee on behalf of the Trust, but each only to the extent provided in this Agreement, shall have the power and authority, to engage in the following activities: (ai) to issue and sell the Notes pursuant to the Indenture and the initial Certificate pursuant to this Agreement, and to sell the Notes; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust from amounts on deposit in the Certificate Contribution Account; (cii) to acquire from time execute and deliver the Transfer and Sale Agreement, whereby the Depositor and the Depositor Eligible Lender Trustee shall transfer and assign to time the Trust and the Co-Owner Eligible Lender Trustee all of the Trust Estate, Property; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to which it holds title and all of its right, title and interest in the Trust Collateral Agent pursuant Transfer and Sale Agreement, to the Indenture Trustee for the benefit of the Trustee on behalf Noteholders (and to execute (by any one or more of the Noteholders Trustees) and file Uniform Commercial Code financing statements as deemed necessary or appropriate to evidence the same) and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement hereof any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust Co-Owner Trustee for deposit in the Certificate Distribution Account pursuant to, the Indenture; (div) to issue and sell one or more series of the Notes; (v) to enter into and perform its obligations under the Basic Related Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulationtherewith; and (fvii) 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 Certificateholder Certificateholder. (b) Except as otherwise expressly provided herein with respect to the Delaware Trustee and the Noteholders. The Trust Co-Owner Eligible Lender Trustee, the Co-Owner Trustee is hereby authorized to engage in the foregoing activities. The Trust Co-Owner Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the Basic Related Documents.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Account, the Pre-Funding Account and the Capitalized Interest Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into the Swap Agreement; (v) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) 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 the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Pre-Funding Account, the Capitalized Interest Account and the Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and Issuer is to conserve the Trust shall have Estate in accordance with the power and authorityTransaction Documents, to maximize the economic return to the Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes pursuant to the Indenture and to sell the Certificate Notes to the Initial Purchasers; (ii) to issue the Certificates and the X-IO Interest pursuant to this AgreementAgreement and deliver each of them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sell consummate the Notestransactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the Note Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (c) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the Trust Collateral Agent exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application (entering into agreements with financial advisors and any renewal thereof) other professionals with respect to matters involving the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the NoteholdersCertificateholders. 141966038 (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust shall Issuer will not engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the Basic Transaction Documents. Notwithstanding anything contained herein to the contrary, no Person acting on behalf of the Issuer will have the authority to consummate any act that would result in an Adverse REMIC Event. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the Issuer may not (I) issue debt or obligations other than the Notes, (II) issue equity interests other than the Certificates and the X-IO Interest, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (1) year of the date of the investment (but no later than the anticipated date of distribution), unless the Trustor provides an Opinion of Counsel to the Issuer, the Delaware Trustee, the Administrator and the Certificate Paying Agent stating that such issuance of debt or obligations or acquisition of assets will not result in an Adverse REMIC Event. (d) The Trust Estate may not inure to the benefit of any Person other than the Indenture Trustee and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder (collectively, the "Act"), or take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a commodity pool operator under the Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as defined in Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) in connection with any breach of the foregoing, or as a result of the assets of the Trust being subject to regulation under the Commodity Exchange Act.

Purposes and Powers. ‌ (a) The purpose of the Trust isis to accelerate the Seller’s receipt of payments on account of the Tax Liens, to accelerate the receipt of future amounts the nonpayment of which would create liens similar to the Tax Liens and to maximize the Trust shall have economic return to the power and authorityOwner and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Basic Documents or any other agreement to the contrary, the Trust has full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes Bonds pursuant to the Indenture and to sell the Certificate pursuant Bonds to this the Initial Purchaser; (ii) to enter into, execute, deliver and perform the Purchase Agreements, the Servicing Agreements, the Paying Agent and Custody Agreement, the Indenture, the Bonds, the Bond Purchase Agreement and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Trust is or is to be a party, and to sell consummate the Notestransactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Trust prior to the date of this Agreement is hereby approved and ratified in all respects; (biii) with the net proceeds of the sale of the Bonds, to acquire the property Tax Liens, and assets set forth to hold such Tax Liens and the rest of the Trust Estate in accordance with the Sale and Servicing Agreement from the Depositor pursuant to the terms thereofBasic Documents, to fund the Reserve Account Pledged Accounts established pursuant to the Indenture and to pay the organizational, start-up administrative and transactional expenses of the Trust; (civ) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the Trust Collateral Agent exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture for the benefit of the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Owner pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), and the filing of State business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicertherewith, including a Sales Finance Company Application (appointing managers and any renewal thereof) providing for their respective rights and duties, establishing limited liability companies and other entities and entering into agreements with financial advisors and other professionals with respect to matters involving the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and RegulationTrust; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owner and the Noteholders. Bondholders. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or foregoing, other than as required or authorized by the terms of this Agreement or the Basic Documents. The execution, delivery and performance by the Trust of the Basic Documents to which it is or is to be a party, and the consummation by the Trust of the transactions contemplated thereby, and compliance by the Trust with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) The Trust may not (I) issue debt or obligations other than the Bonds or

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes; (bii) to acquire with the property and assets set forth in proceeds of the Sale and Servicing Agreement from sale of the Depositor pursuant to the terms thereofNotes, to fund the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (ciii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (div) at the direction of the Seller and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Certificateholder; (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), ) and the filing of State state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or ServicerServicer without further consent or instruction from the Instructing Party, including a Sales Finance Company Application (and any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and a Financial Regulation Application (and any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.