Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic Documents; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) 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 and the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and or exchange the Securities, in each case in accordance with Notes and the Basic Documents Certificates; (as defined in Appendix A c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale and Servicing Agreement, and together with the Certificate Depository Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Note Depository AgreementNoteholders and the Certificateholders, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund make deposits into and withdrawals from the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations and exercise its rights under the Issuer Basic DocumentsDocuments to which it is to be a party; (vif) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) [reserved]; (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Securityholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesTrust is, and the Issuer Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Depositor; (ii) to permit enter into and perform its obligations under any interest rate protection agreement or agreements between the Depositor Trust and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to useenter into any of the foregoing, or to use, at the direction any combination of any of the Depositor, foregoing; (iii) with the net proceeds of the sale of the Securities Notes to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account, the Pre-Funding Account, the Negative Carry Account with an amount equal and the Yield Supplement Account, to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust, and (iv) to pay the balance to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate Depositor pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to and distributions on the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementCertificates; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (vi) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vivii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Noteholders and the Certificateholders. (b) . The Issuer 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 and or the other Issuer Basic Documents. In addition, notwithstanding anything to the contrary herein or in any other Basic Document, the Trust shall not take any action (i) inconsistent with the derecognition of the Receivables under GAAP or (ii) that would cause the Trust to become a member of MMCA's consolidated group under GAAP.

Purposes and Powers. (a) The purpose of the Issuer is Owner Trust is, and the Owner Trust shall have the power and authority to engage in the following activities, and the Issuer shall have the power and authority: (ia) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement Agreement, and to sell, transfer and or exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”)Certificate; (iib) to permit acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to usethe terms thereof, to make payments or distributions on the Notes and the Certificate and to use, at the direction of the Depositor, the net proceeds of the sale of the Securities make deposits to (i) purchase the Depositor Conveyed Assets, (ii) fund and withdrawals from the Reserve Account with an amount equal to and other accounts established under the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIndenture; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Owner Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) The Issuer Certificateholder and the Noteholders, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in enter into contracts with others or delegate herein the right to perform the following activities, activities and the Issuer Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Trust Certificates to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold, acquire, manage hold and distribute enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on execute, deliver and principal of the Notes to the Noteholders and to perform or cause any Excess Collections to be paid performed its obligations under the Basic Documents to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreementwhich it is to be a party; (v) to enter into and perform its obligations under the Issuer Basic Documents; (vi) to engage in those activities, including entering into agreementsany agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to engage in enter into such other activities agreements to engage others as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not engage in enter into any activity agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to manage the Trust Assets, and collect and disburse the periodic income therefrom for the use and benefit of the Equity Certificateholder, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Equity Certificate pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Trust Certificate, to (i) purchase the Depositor Conveyed Contracts and other Trust Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and Trust (iv) pay to the Depositor, extent not paid by the Trust Depositor or permit the Depositor, Servicer or Administrator); and to retain, any balancepay the balance to the Owner from time to time pursuant to the Pooling Agreement; (iii) to Grant acquire, hold, manage, distribute, dispose of, release or convey, to or at the Trust Estate direction of the Owner pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Pooling Agreement, any portion of the Trust Estate released from Assets in the Lien of, manner described in and remitted pursuant to the Issuer pursuant to, the Indenture or the Sale and Servicing Pooling Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viivi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Assets and the making of distributions to the CertificateholdersOwner and the Noteholders. (b) The Issuer Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Trust. The Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in this Section 2.03. 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 Assets, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement and the other Issuer Basic DocumentsTrust as set forth in this Section 2.03.

Purposes and Powers. (a) The purpose of the Issuer is to conserve the Trust Estate in accordance with the Transaction 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, and the Delaware Trustee and the Administrator on behalf of the Issuer shall have the power have, full right, power, authority and authorityauthorization, and is hereby authorized: (i) to issue the Notes pursuant to the Indenture and to sell the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Notes to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Initial Purchasers; (ii) to permit issue the Depositor Certificates and the X-IO Interest pursuant to use, or to use, at the direction this Agreement and deliver each of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal them to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrustor; (iii) to Grant 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 consummate the transactions 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; (iv) to acquire the Trust Estate and to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (subject to the exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Issuer Basic Documents; (vi) 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 entering into agreements with financial advisors and other professionals with respect to matters involving the Issuer; and (viivi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) The Issuer shall is hereby authorized to engage in the foregoing activities. The 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 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 Issuer Basic Documents.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

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement Agreement; (ii) to issue the Revolving Liquidity Note pursuant to the Revolving Liquidity Note Agreement; (iii) to acquire the Receivables and to sell, transfer related property from the Depositor in exchange for the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Certificate pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iiiv) to permit the Depositor to useassign, or to usegrant, at the direction of the Depositortransfer, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assetspledge, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up mortgage and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant convey the Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture and to hold, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale as set forth therein and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic Documents, the Interest Rate Swap Agreement and the Assignment Agreement to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholder and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement and the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is is, and the Owner Trustee shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, xxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2016-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2016-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2016-B Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2016-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2016-B Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2016-B Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in Company has been formed solely for the following activities, and the Issuer shall have the power and authoritypurposes: (i) purchasing or otherwise acquiring from time to issue the Notes pursuant to the Indenture time all right, title and the Certificates pursuant to this Agreement interest in and to sellexchange notes secured by a reference pool of motor vehicle lease contracts, transfer monies due thereunder and exchange related rights and other property appurtenant thereto and proceeds of any of the Securitiesforegoing (collectively, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic DocumentsAssets”); (ii) to permit acquiring, owning, holding, servicing, selling, assigning, pledging granting security interests in, and otherwise dealing with the Depositor to useAssets, collateral securing the Assets, related insurance policies, agreements with motor vehicle dealers or to use, at the direction lessors or other originators or servicers of the Depositor, the net Assets and any proceeds or further rights associated with any of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceforegoing; (iii) forming Trusts and transferring from time to Grant time the Trust Estate Assets, or interests therein, cash or other assets owned by the Company to Trusts pursuant to the Indenture and one or more exchange note transfer agreements, trust agreements or other agreements, including any amendments to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien offoregoing, and remitted executing and delivering the foregoing agreements, purchase agreements, underwriting agreements or similar agreements which may be required or advisable to effect issuances and sales of Securities, administration agreements, custodial agreements, pledge agreements, security agreements, promissory notes, revolving liquidity notes, contribution agreements and any other agreement to provide credit or liquidity enhancement to or maintain the Issuer pursuant toratings assigned to any Security or increase the credit quality of any Security or that is otherwise necessary, suitable or convenient for the accomplishment of the transactions contemplated by this Section 3.1 (including any amendments to any of the foregoing, collectively, the Indenture or the Sale and Servicing Agreement“Securitization Agreements”); (iv) to pay interest on authorizing, selling, delivering, acquiring, pledging and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance otherwise dealing with the Indenture and the Sale and Servicing AgreementSecurities; (v) to enter into holding and perform its obligations enjoying all of the rights and privileges of any subordinate or residual certificates issued under the Issuer Basic DocumentsSecuritization Agreements, and selling and delivering any interests for a purchase price determined under fair and commercially reasonable terms; (vi) to engage in those activitiespreparing, executing and filing with the Securities Exchange Commission a registration statement, including entering into agreements, a prospectus and forms of prospectus supplements relating to Securities; (vii) preparing private placement memorandums relating to Securities to be offered and sold privately; (viii) performing its obligations under each Securitization Agreement to which it is a party; and (ix) engaging in any activity and exercising any powers permitted to 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; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation accomplishment of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholdersforegoing. (b) The Issuer Company is hereby authorized to execute, deliver and perform, and the Member or any Director or officer on behalf of the Company are hereby authorized to execute and deliver, the Securitization Agreements and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Director, officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not engage in be deemed a restriction on the powers of the Member or any activity Director or officer to enter into other than in connection with agreements on behalf of the foregoing or other than as required or authorized by the terms of this Agreement and the other Issuer Basic DocumentsCompany.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic Documents; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Notes; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iii) to Grant acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Estate Collateral Agent pursuant to the Indenture for the benefit of the Indenture Trustee on behalf of the Noteholders and to hold, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal at the direction of the Notes Seller and subject to the Noteholders and requirements set forth in Section 2.12 hereof, to cause any Excess Collections to be paid to enter into Derivative Contracts for the Certificateholders in accordance with benefit of the Indenture and the Sale and Servicing AgreementCertificateholder; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), 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 the completion of any required documentation required to qualify some or all of the Notes as “eligible collateral” under TALF; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholder and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (ia) to acquire from the Depositor (or such other Person as may be specified in the Forepart) the Underlying Securities and other Trust Assets; (b) to issue the Certificates pursuant to the Series Trust Agreement; (c) to enter into and perform the Indenture and to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Indenture; (iid) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Certificates and the Notes, to (i) purchase pay the Depositor Conveyed (or such other Person as may be specified in the Forepart) the purchase price of, and thereafter to hold, the Underlying Securities and other Trust Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iiie) to Grant pledge and deliver the Trust Estate Assets and any proceeds thereof to the Indenture Trustee pursuant to the terms of the Indenture and to hold, acquire, manage hold and distribute to the Certificateholders pursuant to the terms of this Agreement, hereof any portion of the Trust Estate moneys released from the Lien of, and remitted to lien of the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vf) to enter into and perform its obligations under the Issuer Basic DocumentsSwap Agreement, any Related Agreement and any Credit Enhancement Agreement; (vig) to distribute to the Certificateholders as provided in Sections 6.2 and 8.2 hereof amounts, if any, received by the Trust on, or in respect of, the Underlying Securities and other Trust Assets, the Swap Agreement, any Related Agreement, and any Credit Enhancement Agreement; and (h) to engage in those limited activities, upon appropriate direction of the Depositor including entering into agreements, agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance , provided that they are not inconsistent with the Basic Documentsclassification of the Trust as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, for federal income tax purposes. The Trust is hereby authorized to engage in such other activities as may be required in connection with servicing, administration and conservation of the foregoing activities. The Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) 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 the Series Trust Agreement and or the other Issuer Basic Documents. In particular, after the Closing Date, and subject to Sections 5.2 and 5.3 below, the Trust shall not modify (or agree to the modification of), or purchase or otherwise acquire any additional assets except as provided by any Basic Document or any Trust Asset, and shall not modify (or agree to the modification of), its rights under the Swap Agreement, the Indenture, any Related Agreement or any Credit Enhancement Agreement, other than upon termination of the Trust. The Trust shall not, after the issuance of the Notes, agree to any amendment to the rights, preferences or privileges of the Noteholders, if such amendment adversely affects the rights, preferences or privileges of the Certificateholders, without the consent of Required Percentage - Amendment of the Certificateholders; provided that if any such amendment adversely affects any right to payment of interest or principal on the Certificates, the Trust shall not agree to such amendment without the consent of all the Certificateholders. The Trust shall not take any action that would cause it to fail to be classified as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, as may be specified in the Forepart for federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange sell the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Notes; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsContracts, (ii) to fund the Reserve Account with an amount equal Fund and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Trust Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement, Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (v) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to execute and deliver and, as applicable, enter into and perform its obligations under, one or more certifications as to TALF eligibility, one or more indemnity undertakings and other documents, certificates, notices, press releases, agreements and instruments contemplated thereby or related thereto or otherwise necessary or incidental to qualifying the Class A Notes as “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility; (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiviii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Owners and the Noteholders. The Issuer 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 the introductory sentence of this Section. 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 under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Sale and Servicing Agreement, without the other Issuer Basic Documentsprior consent of the Trust Depositor.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up Certificates and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections make distributions to be paid the Certificateholders; (b) to acquire the property and assets set forth in the Sale Agreement from the Depositor pursuant to the terms thereof, to make deposits 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 Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders in accordance with any portion of the Indenture Trust Estate released from the lien of, and remitted to the Sale and Servicing AgreementIssuer pursuant to, the Indenture; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) The Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 and or the other Transaction Documents. Notwithstanding anything to the contrary in the Transaction Documents or in any other document, neither the Issuer Basic Documentsnor 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 Issuer 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 subpart E, Part I of subchapter J of the Code.

Purposes and Powers. (a) The purpose of the Issuer is Owner Trust is, and the Owner Trustee shall have the power and authority, on behalf of the Owner Trust to engage in the following activities, and the Issuer shall have the power and authority: (ia) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement Agreement, and to sell, transfer and or exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”)Certificate; (iib) to permit acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to usethe terms thereof, to make payments or distributions on the Notes and the Certificate, to use, at the direction of the Depositor, the net proceeds of the sale of the Securities make deposits to (i) purchase the Depositor Conveyed Assets, (ii) fund and withdrawals from the Reserve Account with an amount equal to and other accounts established under the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIndenture; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Owner Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholder and the Noteholders. The Issuer Owner Trustee, on behalf of the Owner Trust, is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesTrust is, and the Issuer Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Depositor; (ii) to permit enter into and perform its obligations under any interest rate protection agreement or agreements between the Depositor Trust and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to useenter into any of the foregoing, or to use, at the direction any combination of any of the Depositor, foregoing; (iii) with the net proceeds of the sale of the Securities Notes to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal and the Yield Supplement Account, to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust, and (iv) to pay the balance to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate Depositor pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to and distributions on the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementCertificates; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (vi) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vivii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Noteholders and the Certificateholders. (b) . The Issuer 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 and or the other Issuer Basic Documents. In addition, notwithstanding anything to the contrary herein or in any other Basic Document, the Trust shall not take any action (i) inconsistent with the derecognition of the Receivables under GAAP or (ii) that would cause the Trust to become a member of MMCA's consolidated group under GAAP.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authorityauthority to engage in, the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter Certificates upon the “Basic Documents”)written order of the Depositor; (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes to (iA) purchase the Depositor Conveyed AssetsReceivables to be acquired on the Closing Date, (iiB) fund the Reserve Account Fund with an amount equal to the Reserve Account Fund Deposit, (iiiC) pay the organizational, start-up and transactional expenses of the Issuer and (ivD) to pay the balance to the Depositor, Depositor (or to permit the DepositorDepositor to retain the balance, to retain, any balance; (iiias applicable) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iviii) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders or otherwise in accordance with the Indenture Indenture; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the Sale and Servicing Agreementproceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Noteholders and the Certificateholders. (b) The Issuer may, at its discretion, actively invest in United States treasury securities for the purpose of realizing a gain on such investments; provided, however, that (i) the Issuer may not invest more than $100,000 in such securities and (ii) the funds used to purchase such securities must not be subject to the Lien of the Indenture. (c) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2011-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up Certificates and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections make distributions to be paid the Certificateholders; (b) to acquire the property and assets set forth in the Sale Agreement from the Depositor pursuant to the terms thereof, to make deposits 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 Issuer; (c) to assign, Grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders in accordance with any portion of the Indenture Trust Estate released from the lien of, and remitted to the Sale and Servicing AgreementIssuer pursuant to, the Indenture; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) The Certificateholders and payments to the Noteholders. Each of the Owner Trustee and the Administrator, as applicable, is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor any Person acting on behalf of the Issuer shall 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 and or the other Transaction Documents. Notwithstanding anything to the contrary in the Transaction Documents or in any other document, neither the Issuer Basic Documentsnor 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 Issuer to fail to qualify as a grantor trust under subtitle A, chapter 1, subchapter J, part I, subpart E of the Code.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, to sell the Notes, and to sell, transfer and exchange the Securities, in each case in accordance with Trust Certificates to the Basic Documents (as defined in Appendix A Depositor pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iii) to Grant acquire, receive and accept from time to time the Owner Trust Estate, and to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viivi) 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 servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2015-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and to sell the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, Notes in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)one or more transactions; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsInitial Financed Student Loans, (ii) fund to deposit the Reserve Account with an amount equal to Initial Deposit in the Reserve Account, to deposit the Delayed Delivery Loan Funding Account DepositClosing Date Deposit in the Delayed Delivery Loan Funding Account, (iii) and to pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Seller pursuant to the Depositor, to retain, any balanceLoan Sale Agreement; (iii) to Grant enter into the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Swap Agreement; (iv) to pay interest originate Consolidation Loans during the Revolving Period pursuant to Section 6.07 hereof, to increase the principal balance of Consolidation Loans by adding the principal balances of any related Add-on and principal of the Notes Consolidation Loans to the Noteholders principal balances of such Consolidation Loans, to acquire and hold the Delayed Delivery Loans to be conveyed to the Trust pursuant to the Loan Sale Agreement, to acquire and hold any New Loans to be conveyed to the Trust during the Revolving Period pursuant to the Loan Sale Agreement and to cause acquire and hold any Excess Collections Serial Loans or other Student Loans to be paid conveyed to the Certificateholders in accordance with Trust subsequent to the Indenture and Closing Date pursuant to the Loan Sale and Servicing Agreement; (v) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture; (vi) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vivii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (bNoteholders and the others specified in Section 2(d) of the Administration Agreement. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is is, and the Owner Trustee shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes 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 each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement Collection Account, the Principal Distribution Account, the Reserve Account, the Capitalized Interest Account and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) Pre-Funding Account and to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders.Residual Interestholder, if any, and the Noteholders; and (bh) at any time [with the prior consent of the Insurer], enter into derivatives transactions. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2024-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, xxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (i) to acquire, manage and hold the Receivables and Other Assets to be transferred to the Trust from time to time pursuant to the Trust Sale and Servicing Agreement; (ii) to issue and sell the Notes pursuant to the Indenture and the Certificates related Indenture Supplement or pursuant to another indenture, note purchase agreement or similar agreement and the Certificate pursuant to this Agreement Agreement, and to sell, transfer and or exchange the Securities, in each case in accordance with Notes and the Basic Documents Certificate; (as defined in Appendix A iii) to acquire property and assets from the Depositor pursuant to the Trust Sale and Servicing Agreement, and together with to make payments or distributions on the Certificate Depository Agreement and Securities, to make withdrawals from the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal accounts established pursuant to the Reserve Account Deposit, (iii) Basic Documents and to pay the organizational, start-up and transactional expenses of the Issuer and Trust; (iv) pay to the Depositorestablish, or permit the Depositoracquire, hold and terminate liquidity, credit and other enhancement arrangements, including any Series Enhancement Agreement existing from time to retaintime, any balanceand perform its obligations thereunder; (iiiv) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the terms of the Indenture and to hold, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Trust Sale and Servicing Agreement, the Indenture Supplements and any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vvi) to enter into and perform its obligations and exercise its rights under the Issuer Basic DocumentsDocuments to which it is to be a party; (vivii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Securityholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 20[__]-[__] SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authorityauthority to engage in, the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange sell the Securities, in each case in accordance with Notes upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit use the Depositor to use, or to useproceeds of the sale of the Notes, at the direction of the Depositor, the net proceeds of the sale of the Securities to (iA) purchase fund (1) the Depositor Conveyed AssetsReserve Fund with an amount equal to the Reserve Fund Initial Deposit, (ii2) fund the Reserve Yield Supplement Account with an amount equal to the Reserve Yield Supplement Account Initial Deposit, (iii3) the Pre-Funding Account with an amount equal to the Pre-Funding Account Initial Deposit (4) the Negative Carry Account with the Maximum Negative Carry Amount, (B) purchase the Initial Receivables to be acquired on the Closing Date, (C) purchase the Subsequent Receivables to be acquired on one or more Subsequent Transfer Dates during the Pre-Funding Period and in connection with each such Subsequent Transfer Date to fund (1) the Reserve Fund with the applicable Reserve Fund Subsequent Deposit and (2) the Yield Supplement Account with the Yield Supplement Account Subsequent Deposit, (D) pay the organizational, start-up and transactional expenses of the Issuer and (ivE) to pay the balance to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate Depositor pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iviii) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders or otherwise in accordance with the Indenture Indenture; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the Sale and Servicing Agreementproceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Noteholders and the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2021-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2016-2 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose nature of the Issuer activities or purpose to be conducted or promoted by the Company is to engage exclusively in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents terms of this Agreement: (as defined a) holding title to Leases, Leased Vehicles and other Titling Company Assets for the benefit of the Holders of the related Certificates, all in Appendix A to the Sale and Servicing Agreement, and together accordance with the Certificate Depository terms of this Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Servicing Agreements; (iib) to permit the Depositor to use, or to use, at the direction of the DepositorMember or a Holder, issuing Certificates representing a separate series of Titling Company Interest in the net proceeds of Company and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account related Titling Company Assets in accordance with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this AgreementAgreement and the related Titling Company Specification Notice; (c) at the direction of the Holders of any Series relating to a Titling Company Note Specified Interest, issuing one or more Titling Company Notes with respect to such Specified Interest, entering into the related Titling Company Note Indenture and pledging any or all of the related Specified Assets to secure such Titling Company Notes; (d) performing its obligations under agreements, instruments or other documents to which it is to be a party; (e) assigning or otherwise transferring title to Leases, Leased Vehicles and Titling Company Assets to, or to the order of, the related Holders; (f) borrowing on a revolving basis or otherwise from Ford Credit or any Servicer to finance the purchase of Leases and related Leased Vehicles; (g) entering into agreements and transactions relating to, or in furtherance of, any portion of Enhancement; (h) entering into and performing its obligations under the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Intercreditor Agreement; (ivi) to pay interest on and principal taking any other action in connection with the qualification, licensing or authorization of the Notes Company to the Noteholders and to cause engage in activities in any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreementjurisdiction; (vj) to enter into and perform its obligations under the Issuer Basic Documents; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage engaging in such other activities as may be required necessary, convenient or advisable in connection with servicingholding title to such Leased Vehicles and other Titling Company Assets, administration and conservation the management of the Trust Estate, the securing and payment of the Notes Titling Company Assets and the making of distributions to the Certificateholders.Holders of Certificates and the making of payments to any Titling Company Noteholders; and (bk) The Issuer shall not engage engaging in any activity other than in connection with and exercising any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or other than as required or authorized by advisable to accomplish the terms of this Agreement and the other Issuer Basic Documentsforegoing.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2023-2 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, xxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2017-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2017-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2017-A Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2017-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2017-A Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2017-A Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)sell such Notes; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsLoans, (ii) to fund the Reserve Pre-Funding Account with an amount equal and the Capitalized Interest Account, to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant purchase, from time to time, from the Depositor with funds deposited to the Pre-Funding Account, the Subsequent Loans; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments and all other documents connected therewith to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders.Certificateholders and the Noteholders; and (bviii) to issue the Residual Interest Instruments pursuant to this Agreement. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to acquire, manage and hold the COLT 20 -SN Secured Notes and the other assets of the Trust; (b) to issue the CARAT 20 -SN Notes pursuant to the CARAT Indenture and the CARAT 20 -SN Certificates pursuant to this Agreement Agreement, and to sell, transfer and or exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement CARAT 20 -SN Notes and the Note Depository Agreement, hereafter the “Basic Documents”)CARAT 20 -SN Certificates; (iic) to permit acquire certain property and assets from the Depositor on the Series 20 -SN Closing Date pursuant to usethe Trust Sale and Administration Agreement and any other Further Transfer and Administration Agreement, or to usemake payments to the CARAT 20 -SN Noteholders and the CARAT 20 -SN Certificateholders, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund make deposits into and withdrawals from the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the CARAT Trust Estate pursuant to the terms of the CARAT Indenture and to hold, acquire, manage and distribute to the CARAT 20 -SN Certificateholders pursuant to the terms of this Agreement, Agreement and the Trust Sale and Administration Agreement any portion of the CARAT Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementCARAT Indenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations and exercise its rights under the Issuer CARAT Basic DocumentsDocuments to which it is to be a party; (vif) to enter into any interest rate swaps and caps and other derivative instruments in connection with the CARAT 20 -SN Notes and the CARAT 20 -SN Certificates; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viih) subject to compliance with the CARAT Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the CARAT Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Securityholders. The Issuer 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 and or the other Issuer CARAT Basic 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 Issuer Trust is to engage solely in the following activities, and the Issuer shall have the power and authority: (i) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement; (ii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and Agreement, to sell, transfer sell and exchange the Securities, in each case in accordance with Notes and to transfer the Basic Documents (as defined in Appendix A Certificate to the Sale Transferor and Servicing Agreement, to pay interest on and together with principal of the Certificate Depository Agreement Notes and distributions on the Note Depository Agreement, hereafter the “Basic Documents”)Certificates; (iiiii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, [to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal Spread Account, and] to pay the balance to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate Transferor pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on assign, grant, transfer, pledge, mortgage and principal convey the Pledged Property to the Indenture Trustee pursuant to the Indenture for the benefit of [the Notes to Note Insurer and] the Noteholders and to cause any Excess Collections to be paid hold, manage and distribute to the Certificateholders in accordance with Certificateholder pursuant to the Indenture and terms of the Sale and Servicing Agreement [and the Spread Account Agreement] any portion of the Pledged Property released from the Lien of the Indenture; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholder and the Noteholders. The Issuer 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 Certificateholder, LBAC, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with the specific limitations set forth in this Agreement and the other Issuer Basic DocumentsDocuments 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 the Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC or the Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by each of the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (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 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 Certificateholder, and the Certificateholder may not perform any of the Trust's duties or obligations. (p) The Certificates shall entitle the Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (r) The Trust shall not consensually merge or consolidate with any of the Owner Trustee, the Transferor, LBAC or the Certificateholder. (s) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any 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 purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2023-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, xxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2018-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesTrust is, and the Issuer Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Depositor; (ii) to permit enter into and perform its obligations under any interest rate protection agreement or agreements between the Depositor Trust and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to useenter into any of the foregoing, or to use, at the direction any combination of any of the Depositor, foregoing; (iii) with the net proceeds of the sale of the Securities Notes to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal and the Yield Supplement Account, to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust, and (iv) to pay the balance to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate Depositor pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to and distributions on the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementCertificates; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (vi) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vivii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Noteholders and the Certificateholders. (b) . The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2022-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authorityauthority and is authorized, to engage in the following activities: (i1) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement; (2) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to sellthe Notes between the Issuer and one or more counterparties, transfer including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));] (3) to acquire the Transferred Assets from the Depositor in exchange for the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Certificates pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii4) to permit assign, grant, transfer, pledge, mortgage and convey the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or as set forth therein and in the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v5) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi6) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii7) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to [the Certificateholders. (b) Swap Counterparty,] the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Issuer 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 and the other Issuer Basic Documents.. 2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2024-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2024-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2024-B Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2024-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2024-B Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2024-B Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2024-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2024-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2024-A Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2024-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2024-A Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2024-A Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2018-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2018-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2018-A Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2018-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2018-A Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2018-A Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2017-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage exclusively in the following activities, and the Issuer 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 activities set forth in this Section 2.03 as follows: (i) to issue the Notes pursuant to the Indenture and the Certificates Trust Certificate and Residual Interest Certificate pursuant to this Agreement and to sell, transfer and exchange sell the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Notes; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, acquire the Trust Estate and to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale Agreement; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the assets constituting the Trust Estate pursuant to the Indenture and Indenture; (iv) to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interest Owner any portion of the Trust Estate released from the Lien of, and remitted to of simultaneously with the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal release of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders such property in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its the Trust's obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interest Owner and the Noteholders. The Issuer 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 the introductory sentence of this Section. 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 under Section 1.01 hereof, 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 and Trust as set forth in the other Issuer Basic Documentsintroductory sentence of this Section.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and or exchange the SecuritiesNotes and the Certificates; (c) to acquire certain property and assets from the Depositor on the [Initial] Closing Date [and, in each case in accordance with from time to time, on the Basic Documents (as defined in Appendix A Subsequent Closing Dates thereafter] pursuant to the Trust Sale and Servicing Agreement, and together with the Certificate Depository Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Note Depository AgreementNoteholders and the Certificateholders, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund make deposits into and withdrawals from the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations and exercise its rights under the Issuer Basic DocumentsDocuments to which it is to be a party; (vif) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) [to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Notes and Certificates;] (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Securityholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and or exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”)Certificates; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Certificates to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Capitalized Interest Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance of the proceeds to the Depositor, or permit Seller pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iii) to Grant acquire, manage and hold the Contracts; (iv) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the terms of the Indenture and to hold, acquire, manage and distribute to the Certificateholders Certificate Owners pursuant to the terms of this Agreement, Agreement and the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations and exercise its rights under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (vii) to hold and administer the Certificate Distribution Account and Cash Collateral Account and apply the proceeds thereof as provided in the Sale and Servicing Agreement; (viii) to acquire Subsequent Contracts from the Seller from time to time with funds on deposit in the Pre-Funding Account; and (viiix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer Trust is hereby authorized to engage in the foregoing activities and 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Trust shall have the power and authority: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Trust Certificates to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account with an amount equal and the Negative Carry Account, and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (vi) to give the Issuer Order (as defined in the Indenture) to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to engage in the following activitiesTrust is, and the Issuer Trust shall have the power and authority, to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and, in furtherance of such purpose, to engage in the following ministerial activities: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer hold and exchange sell the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”)Trust Certificates; (iib) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Trust Certificates, to (i) purchase the Depositor Conveyed Loans and other Loan Assets, (ii) fund and to pay the Reserve Account with an amount equal balance, if any, to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay Trust Depositor pursuant to the Depositor, or permit the Depositor, to retain, any balanceTransfer and Servicing Agreement; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement, Transfer and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, the administration and conservation of the Trust Estate, Estate (including the securing and payment administration of the Notes Loans) and the making of distributions to the Certificateholders. (b) Owners, the Noteholders and the Swap Counterparties. The Issuer Trust shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Trust to engage in any business operations or any activities other than those set forth in the introductory sentence of this Section 2.03. Specifically, except as required or authorized permitted by the terms Transaction Documents, the Trust shall have no authority to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the Trust. The Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement and Trust as set forth in the other Issuer Basic Documentsintroductory sentence of this Section 2.03. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their purchase by the Initial Purchasers.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, Xxxxx, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2015-2 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authority, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and or exchange the SecuritiesNotes and the Certificates; (b) to acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, in each case in accordance with to make payments or distributions on the Notes and Certificates, to make deposits to and to the extent permitted under the Basic Documents (as defined in Appendix A to withdrawals from the Reserve Account and other accounts established under this Agreement and the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iic) to permit the Depositor to useassign, or to usegrant, at the direction of the Depositortransfer, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assetspledge, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up mortgage and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140, any successor rule thereto and existing accounting literature; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) The Certificateholders and the Noteholders, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under SFAS 140, any successor rule thereto and existing accounting literature. Issuer is hereby authorized to engage in the foregoing activities. Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Documents. Without limitation of the foregoing, except for such activities as are referenced in paragraphs (a) through (f) of this Section 2.3, the Issuer is not authorized and has no power to (a) borrow money or issue other debt; (b) to the fullest extent permitted by law, merge with another entity, reorganize, liquidate or sell assets prior to the discharge of the Indenture; or (c) engage in any other business or activities.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2016-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2016-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2016-A Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2016-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2016-A Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2016-A Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2010-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2017-2 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 20[__]-[__] SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”)Trust Certificates; (ii) to permit enter into the Depositor to use, or to use, at transactions contemplated by the direction of Sale and Servicing Agreement; (iii) with the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase fund the Depositor Conveyed AssetsPre-Funding Account, (ii) fund the Capitalized Interest Account, the Reserve Account with an amount equal and the Yield Supplement Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement; (iv) pay to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account) to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Trust Estate Indenture Trustee pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, acquire, manage and distribute to the Certificateholders and the Transferor pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Issuer Basic Documents; (vi) Documents to which it is a party; to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viivi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersCertificateholders and the Noteholders. (b) The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2012-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2012-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2012-A Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2012-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2012-A Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2012-A Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Trust shall have the power and authority: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Trust Certificates to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund to make deposits into and withdrawals from the Reserve Account[, the Pre-Funding Account with an amount equal and the Negative Carry Account] [the Accumulation Account] and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to give the Issuing Entity Order to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2024-2 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, xxxxx, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2019-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Owner Trustee acting on behalf of the Trust shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer sell the Notes and exchange the SecuritiesTrust Certificates, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iib) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Trust Certificates, to (i) purchase or otherwise acquire the Depositor Conveyed AssetsReceivables, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance of such proceeds to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer Owner Trustee acting on behalf of 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 and or the other Issuer Basic Documents. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operation, acquire any assets other than those specifically included in the Trust Property or the Owner Trust Estate under Article II of the Sale and Servicing Agreement or otherwise vary the assets held by the Trust, except as authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Trust shall have the power and authority: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Trust Certificates to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account with an amount equal and the Negative Carry Account, and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (vi) to give the Issuing Entity Order (as defined in the Indenture) to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Trust shall have the power and authority, 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, advisable or convenient to cause the Trust, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue acquire the Notes pursuant Underlying MELMAC Residual Rights from the MELMAC Depositor, to acquire the Indenture Maintenance and Operating Expenses and the Certificates pursuant to this Agreement Underlying NELNET Residual Rights from the NELNET Depositor, and to sell, transfer acquire from the Depositors and exchange to exercise all of the Securities, Underlying Ancillary Rights as provided in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing this Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit authorize, execute, authenticate, deliver and issue the Depositor Notes, the Subordinated Certificates and the Special Interest pursuant to use, this Agreement to or to use, at upon the written direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, Administrator; (iii) to pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay Trust, to the Depositorextent not paid by the Depositors or the Administrator, and to pay the balance of any proceeds of the Notes or permit the DepositorSubordinated Certificates to the Depositors, pro rata based upon the fair market value of the assets contributed to retain, any balance; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreementby each; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into into, execute, deliver, and perform its obligations under the Issuer Basic DocumentsRelated Documents to which it is to be a party and to consummate the transactions contemplated hereby and thereby; (viv) to engage in those activities, including entering into agreements, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viivi) subject to compliance with the Basic Related Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust EstateProperty, the securing and payment of the Notes and the making of distributions to the Subordinated Certificateholders. (b) . The Issuer Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the Related Documents and as may be suitable or convenient to accomplish such activities. The Administrator shall exercise all of the Underlying Ancillary Rights on behalf of the Trust; provided, however, that neither the Trust nor the Administrator may exercise any of the Underlying MELMAC Ancillary Rights or any of the Underlying NELNET Ancillary Rights described in clauses (b) or (c) of the definitions thereof without the consent of all of the Subordinated Certificateholders other Issuer Basic Documentsthan the Holder of the Special Interest and without complying with the provisions of Section 10.13 hereof.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2016-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2013-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue and execute the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer convey and exchange deliver the Securities, in each case in accordance with Securities upon the Basic Documents (as defined in Appendix A to written order of the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Transferor; (ii) to permit the Depositor to useissue, in exchange for all or to use, at the direction a portion of the DepositorCertificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2018-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Securities Notes, to acquire the 2018-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes to (i) purchase the Depositor Conveyed Assets, (iiA) fund the 2018-B Reserve Account with an amount equal to the Reserve Account DepositAccount, (iiiB) pay the organizational, start-up and transactional expenses of the Issuer and (ivC) pay the remaining balance to the Depositor, or permit the Depositor, to retain, any balanceTransferor; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivvi) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections excess amounts to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (vvii) to Grant the 2018-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the Issuer 2018-B Basic Documents;Documents to which it is to be a party; and (viix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. 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 and or the other Issuer 2018-B Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2012-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Owner Trustee acting on behalf of the Trust shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer sell the Notes and exchange the SecuritiesTrust Certificates, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iib) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Trust Certificates, to (i) purchase or otherwise acquire the Depositor Conveyed AssetsInitial Receivables, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance of such proceeds to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer Owner Trustee acting on behalf of 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 and or the other Issuer Basic Documents. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operation, acquire any assets other than those specifically included in the Trust Property or the Owner Trust Estate under Article II of the Sale and Servicing Agreement or otherwise vary the assets held by the Trust, except as authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Issuer is to conserve the Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and Notes upon the Note Depository Agreement, hereafter written order of the “Basic Documents”)Transferor; (ii) to permit acquire the Depositor to use, or to use, at 2014-1 SUBI Certificate from the direction Transferor and the other property of the DepositorOwner Trust Estate, in exchange for the net proceeds of Notes and the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust Certificate; (iii) to Grant pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, acquire, manage and distribute to the Trust Certificateholders pursuant to the terms of this Agreement, Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Basic Documents to which the Issuer Basic Documentsis a party; (vi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersTrust Certificateholders and the Noteholders. (bc) 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue prepare and deliver a Prospectus, a Prospectus Supplement and other offering materials in connection with public issuance and sale of the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Bonds; (ii) to permit the Depositor to use, or to use, at the direction acquire a pool of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the DepositorStudent Loans, to retain, any balanceexecute the Indenture and to issue the Bonds; (iii) to Grant enter into the Trust Estate pursuant to Administration Agreement and the Indenture Servicing Agreement and to hold, acquire, manage and distribute to provide for the Certificateholders pursuant to the terms of this Agreement, any portion administration of the Trust Estate released from and the Lien of, and remitted to servicing of the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement;Student Loans. (iv) to pay interest on engage in those activities and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic Documents; (vi) to engage in those activities, including entering into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust EstateProperty and distributions to Owners. Until the Indenture is discharged, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) The Issuer Trust shall not engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement and the Indenture, except as are incidental to and necessary to accomplish such activities. (b) Until the Indenture is discharged, the operations of the Trust shall be conducted in accordance with the following standards: (i) the Trust will act solely in its own name and the Owner Trustee or other Issuer Basic Documentsagents selected in accordance with this Agreement will act on behalf of the Trust subject to direction by the Owners as provided herein, but such action shall not be in violation of the terms of this Agreement; (ii) the Trust's funds and assets shall at all times be maintained separately from those of the Owners and any of their respective Affiliates; (iii) The Trust shall maintain complete and correct books, minutes of the meetings and proceedings of the Owners, and records of accounts; (iv) the Trust shall conduct its business at the office of the Owner Trustee and will use stationary and other business forms of the Trust under its own name and not that of the Owners or any of their respective Affiliates, and will avoid the appearance (x) of conducting business on behalf of any Owner or any Affiliate of an Owner or (y) that the assets of the Trust are available to pay the creditors of the Owner Trustee or any Owner; (v) the Trust's operating expenses shall be paid out of its own funds; and (vi) the Trust shall not hold itself out as being liable for the debts of any Owner or any Affiliates of any Owner.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with to sell the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Notes; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Spread Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iii) to Grant acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Estate 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, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement); and (viivi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholder and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement; (ii) [to enter into and perform its obligations under any interest rate protection agreement or currency exchange rate protection agreement or agreements between the Trust and a counterparty, including any confirmations evidencing the transactions thereunder, which is an interest rate swap, an interest rate cap, a currency swap, an obligation to sellenter into any of the foregoing, transfer or any combination of any of the foregoing;] (iii) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Notes and Certificates pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iiiv) to permit assign, grant, transfer, pledge, mortgage and convey the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale as set forth therein and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Issuer 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 and the other Issuer Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer and exchange sell the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Notes; (ii) to permit [USE IF NO GRANTOR TRUST][with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsContracts, (ii) to fund the Reserve Account with an amount equal Fund [and the Risk Retention Reserve Account] and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the DepositorTrust Depositor pursuant to the Sale and Servicing Agreement;] [USE IF GRANTOR TRUST] [establishing a grantor trust (the “Underlying Trust”) and depositing therein, or permit in exchange for a certificate evidencing a 100 percent undivided beneficial ownership interest in the DepositorUnderlying Trust (the “Underlying Trust Certificate”), funds sufficient for the Underlying Trust to retainpurchase the Contracts, any balanceincluding all books, records and other contracts and documents related thereto;] (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Owners pursuant to the terms of this Agreement, Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (v) to enter into derivative transactions in connection with the Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; [and] (vii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the CertificateholdersOwners and the Noteholders [and the Swap Counterparty[.][; and] (bviii) [directing the Underlying Trust and the Administrator to take actions as may be reasonably necessary to collect interest on and principal of the Contracts.] The Issuer 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 the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer [the Contracts][all or any portion of the Trust Estate] except as contemplated or permitted by the Indenture [or the Sale and Servicing Agreement], without the other Issuer Basic Documentsprior consent of the Trust Depositor.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Owner Trustee acting on behalf of the Trust shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer sell the Notes and exchange the SecuritiesTrust Certificates, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iib) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Trust Certificates, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance of such proceeds to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer Owner Trustee acting on behalf of 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, activities and the Issuer Trust shall have the power and authority: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Trust Certificates to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account with an amount equal and the Negative Carry Account, and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to give the Issuer Order (as defined in the Indenture) to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement; (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 sell, transfer the Certificateholders pursuant to Section 5.06(c)(vii) of the Sale and Servicing Agreement; (iii) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Notes and Certificates pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iiiv) to permit assign, grant, transfer, pledge, mortgage and convey the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale as set forth therein and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic Documents, the Interest Rate Swap Agreement and the Assignment Agreement to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) , the Swap Counterparty and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Issuer 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 and the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Master Owner Trust is, and the Master Owner Trust shall have the power and authority, and is authorized, to engage in the following activities: (a) to acquire, manage and hold the Collateral Certificate and other certificates of beneficial interest of the Master Trust; (b) to issue the Master Owner Trust Certificates pursuant to this Agreement, and to transfer and exchange the Issuer shall have Master Owner Trust Certificates; (c) from time to time, to grant a security interest in the power Collateral Certificate, or other beneficial interests in the Master Trust, including the pledge of any portion of the Collateral Certificate, and authoritygrant a security interest in accounts established for the benefit of indebtedness of the Master Owner Trust under the Indenture; (d) from time to time, to issue and sell Notes pursuant to the Indenture without limitation to aggregate amounts and, in connection therewith, at the written direction of the Seller, to determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (i) to issue determine the Notes pursuant to principal amount of the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Notes; (ii) to permit determine the Depositor to use, or to use, at the direction maturity date of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceNotes; (iii) to Grant determine the Trust Estate pursuant rate of interest, if any, to be paid on the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementNotes; (iv) to pay interest on and principal of determine the price or prices at which such Notes to will be sold by the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementMaster Owner Trust; (v) to enter into and perform its obligations under determine the Issuer Basic Documentsprovisions, if any, for the redemption of such Notes; (vi) to engage determine the form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to act as trustees, fiscal agents and paying agents thereunder; (vii) to prepare, execute and file all documents necessary or appropriate in those activitiesconnection with the registration of the Notes under the Securities Act, including entering the qualification of indentures under the Trust Indenture Act and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (viii) to prepare any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the issuance of the Notes; (ix) to list the Notes on any United States or non-United States securities exchange; (x) to enter into agreementsone or more interest rate or currency swaps, that are necessarycaps, suitable collars, guaranteed investment contracts or convenient other derivative agreements with counterparties (which may include, without limitation, NFSC or any of its affiliates) to accomplish manage interest rate or currency risk relating to the foregoing Notes; (xi) to appoint a paying agent or are incidental thereto or connected therewithagents for purposes of payments on the Notes; and (viixii) to arrange for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (e) from time to time to receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust and the Indenture and either invest or distribute those payments and proceeds; (f) from time to time to make deposits to and withdrawals from accounts established under the Indenture; (g) from time to time to make and receive payments pursuant to derivative agreements; (h) from time to time to make payments on the Notes; (i) from time to time to acquire additional collateral from NFSC or any special purpose vehicle established by NFSC; (j) from time to time to perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Master Owner Trust being party to any of the Issuer Documents or the agreements contemplated in letters (i) through (xii) above; (k) to enter into the Issuer Documents and, subject to compliance with the Basic Issuer Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes foregoing and the making of payments or distributions to the Certificateholders.Securityholders; and (bl) if the Collateral Certificate is the only remaining outstanding investor certificate issued by the Master Trust, then at the written direction of the Master Owner Trust Beneficiary dissolve the Master Trust and terminate the Pooling and Servicing Agreement, acquire the Dealer Notes directly and enter into a sale and servicing agreement that contains, to the extent applicable, the sale and servicing provisions of the Pooling and Servicing Agreement and other documents and amend any documents to reflect the direct ownership of the Dealer Notes; provided, however, that the Master Owner Trust may enter into derivatives only if such derivatives are passive and entered into concurrently with the issuance of a series of Notes or to replace a terminated derivative. The Issuer Master Owner Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement Agreement, and to sellsell $761,425,000 aggregate principal amount of the Class A Notes to Credit Suisse First Boston ("CSFB"), transfer Banc of America Securities L.L.C. ("BofA"), Chase Securities Inc. ("Chase"), Goldman, Sachs & Co. ("Goldman"), J.P. Morgan Securxxxxx Xnc. ("Xorgan") and exchange Salomon Xxxxx Xxxxxy Inc. ("SSB" and, xxxxxxer with XXXX, XxxX, Cxxxx, Goldman and Morgan, the Securities"Underwriters") upon the written order xx xxx Depositor, in each case in accordance $32,230,000 aggregate principal amount of the Class B Notes to the Depositor upon the written order of the Depositor, and $12,086,832 aggregate principal amount of the Certificate to the Depositor upon the written order of the Depositor; (ii) with the Basic Documents (as defined in Appendix proceeds of the sale of the Class A Notes and the issuance of the Class B Notes and the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, and together by directing CSFB to wire transfer such proceeds in accordance with instructions received from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (iiiii) to permit with the Depositor to use, or to use, at the direction of proceeds from capital contributions from the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up organizational and transactional expenses of the Issuer and Trust; (iv) pay to the Depositorassign, or permit the Depositorgrant, to retaintransfer, any balance; (iii) to Grant pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Owner pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementIndenture; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Owner and the Noteholders. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in enter into contracts with others or delegate herein the right to perform the following activities, activities and the Issuer Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell, transfer the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Trust Certificates to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Depositor; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes, to (i) purchase the Depositor Conveyed AssetsReceivables, (ii) fund to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account[, the Pre-Funding Account with an amount equal and the Negative Carry Account] [and the Accumulation Account] and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant execute and deliver the Grantor Trust Agreement and exercise and perform its rights and obligations thereunder as Grantor and Grantor Trust Certificateholder; (iv) [to transfer or contribute Receivables and other related assets acquired from the Depositor to the Grantor Trust;] (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold, acquire, manage and distribute enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsIndenture; (vi) to engage in those activitiesexecute, including entering deliver and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vii) to enter into agreementsany agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (viii) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiix) subject to compliance with the Basic Documents, to engage in enter into such other activities agreements with others as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders. The Issuer Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not engage in enter into any activity agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer 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 Issuer is is, and the Owner Trustee shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and and, if so requested by the Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement Agreement, and to sell, transfer and exchange the SecuritiesNotes and the Certificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing AgreementAgreement from the Seller pursuant to the terms thereof, to make deposits to and together with withdrawals from the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit the Depositor to use, or to use, at the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsPrincipal Distribution Account, (ii) fund the Reserve Account with an amount equal and the Pre-Funding Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceIssuer; (iiid) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, Residual Interestholder any portion of the Trust Estate released from the Lien lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (ve) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is a party; (vif) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viig) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Residual Interestholder and the Noteholders. The Owner Trustee is hereby authorized to engage in the foregoing activities on behalf of the Issuer. Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Trust shall have 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 solely in the following activities, and the Issuer shall have the power and authority: (ia) to execute, issue and deliver the Notes pursuant to the Indenture Indenture, to execute, authenticate, issue and deliver the Certificates Certificate pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)to sell Class A Notes; (iib) to permit use the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Class A Notes to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal and the Prefunding Account, to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Depositor pursuant to the Depositor, to retain, any balanceSale and Allocation Agreement in consideration for the purchase of Contracts; (iii) to Grant the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or the Sale and Servicing Agreement; (ivc) to pay interest on (with respect to the Class A Notes) and principal of the Notes and amounts distributable with respect to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing AgreementCertificate; (vd) to assign, grant, transfer, pledge, mortgage and convey the Collateral to the Indenture Trustee pursuant to the Indenture; (e) to enter into into, execute, deliver and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (vif) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the holder of the Certificate; 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; and (vii) subject to compliance with the Basic Documents, . The Trust is hereby authorized to engage in such other activities as may be required in connection with servicing, administration and conservation of the foregoing activities. The Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) 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 and or the other Issuer Basic Transaction Documents. Any acts of the Owner Trustee and of any person designated and authorized to act by the Depositor which acts would have been authorized by this Agreement except that such acts were taken prior to the date of this Agreement are hereby severally authorized, ratified, confirmed and adopted as acts in the name and on behalf of the Trust, including without limitation the execution, delivery and performance by the Trust of the Purchase Agreement.

Purposes and Powers. (a) The sole purpose of the Issuer Trust is to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owner, and in furtherance of such purpose to engage in the following ministerial activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Trust Certificate pursuant to this Agreement and to sell, transfer and exchange sell the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement Notes and the Note Depository Agreement, hereafter the “Basic Documents”)Trust Certificate; (ii) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Notes and the Trust Certificate, to (i) purchase the Depositor Conveyed AssetsContracts, (ii) fund the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer Trust and (iv) to pay the balance to the Depositor, or permit Trust Depositor pursuant to the Depositor, to retain, any balanceSale and Servicing Agreement; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders Owner pursuant to the terms of this Agreement, Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsTransaction Documents to which it is to be a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viivi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Owner and the Noteholders. The Issuer 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 the introductory sentence of this Section. 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 under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement and Trust as set forth in the other Issuer Basic Documentsintroductory sentence of this Section.

Purposes and Powers. (a) The purpose of the Issuer Trust is to engage in the following activities, and the Issuer shall have the power and authority: (ia) to acquire from the Depositor (or such other Person as may be specified in the Forepart) the Underlying Securities and other Trust Assets; (b) to issue the Certificates pursuant to the Series Trust Agreement; (c) to enter into and perform the Indenture and to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”)Indenture; (iid) to permit with the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities Certificates and the Notes, to (i) purchase pay the Depositor Conveyed (or such other Person as may be specified in the Forepart) the purchase price of, and thereafter to hold, the Underlying Securities and other Trust Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iiie) to Grant pledge and deliver the Trust Estate Assets and any proceeds thereof to the Indenture Trustee pursuant to the terms of the Indenture and to hold, acquire, manage hold and distribute to the Certificateholders pursuant to the terms of this Agreement, hereof any portion of the Trust Estate moneys released from the Lien of, and remitted to lien of the Issuer pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vf) to enter into and perform its obligations under the Issuer Basic DocumentsSwap Agreement, any Related Agreement and any Credit Enhancement Agreement; (vig) to distribute to the Certificateholders as provided in Sections 6.2 and 8.2 hereof amounts, if any, received by the Trust on, or in respect of, the Underlying Securities and other Trust Assets, the Swap Agreement, any Related Agreement, and any Credit Enhancement Agreement; and (h) to engage in those limited activities, upon appropriate direction of the Depositor including entering into agreements, agreements that are necessary, suitable or convenient to accomplish the foregoing EXHIBIT 4.3 or are incidental thereto or connected therewith; and (vii) subject to compliance , provided that they are not inconsistent with the Basic Documentsclassification of the Trust as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, for federal income tax purposes. The Trust is hereby authorized to engage in such other activities as may be required in connection with servicing, administration and conservation of the foregoing activities. The Trust Estate, the securing and payment of the Notes and the making of distributions to the Certificateholders. (b) 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 the Series Trust Agreement and or the other Issuer Basic Documents. In particular, after the Closing Date, and subject to Sections 5.2 and 5.3 below, the Trust shall not modify (or agree to the modification of), or purchase or otherwise acquire any additional assets except as provided by any Basic Document or any Trust Asset, and shall not modify (or agree to the modification of), its rights under the Swap Agreement, the Indenture, any Related Agreement or any Credit Enhancement Agreement, other than upon termination of the Trust. The Trust shall not, after the issuance of the Notes, agree to any amendment to the rights, preferences or privileges of the Noteholders, if such amendment adversely affects the rights, preferences or privileges of the Certificateholders, without the consent of Required Percentage - Amendment of the Certificateholders; provided that if any such amendment adversely affects any right to payment of interest or principal on the Certificates, the Trust shall not agree to such amendment without the consent of all the Certificateholders. The Trust shall not take any action that would cause it to fail to be classified as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, as may be specified in the Forepart for federal income tax purposes.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Trust will have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement Agreement, and to sell, transfer and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A to the Sale Notes and Servicing Agreement, and together with the Certificate Depository Agreement and to pay interest on and principal of the Note Depository Agreement, hereafter Notes and distributions on the “Basic Documents”);Certificate. (ii) to permit acquire the property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to usethe terms thereof, or to use, at make deposits to and withdrawals from the direction of the DepositorCollection Account, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed AssetsNote Distribution Account, (ii) fund the Reserve Account, the Capitalized Interest Account, the Pre-Funding Account with an amount equal and any other Trust Account and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iii) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Insurer on behalf of the Noteholders and to hold, acquire, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (viv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viivi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholder and the Noteholders. The Issuer shall Trust is hereby authorized to engage in the foregoing activities. The Trust will not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is Trust is, and the Owner Trustee shall have the power and authority, to engage in the following activities, and the Issuer shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement, and to sell, transfer and exchange the Securities, Notes 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 each case in accordance with the Basic Documents (as defined in Appendix A to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii) to permit from the Depositor pursuant to usethe terms thereof, or to use, at make deposits to and withdrawals from the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund Trust Accounts and the Reserve Account with an amount equal and to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balanceTrust; (iiic) to Grant assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale and Servicing AgreementIndenture; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (vd) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is a party; (vie) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. Certificateholders and the Noteholders. The 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" (bwithin the meaning of the Statement of Financial Accounting Standard No. 140 ("FAS 140")) under FAS 140 or any successor accounting standard thereto. The Issuer 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 and or the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer is to engage in the following activitiesis, and the Issuer shall have the power and authorityauthority and is authorized, to engage in the following activities: (i1) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement; (2) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to sellthe Notes between the Issuer and one or more counterparties, transfer including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));] (3) to acquire the Transferred Assets from the Depositor in exchange for the Notes and exchange the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Certificates pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (ii4) to permit assign, grant, transfer, pledge, mortgage and convey the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer pursuant to, the Indenture or as set forth therein and in the Sale and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v5) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi6) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii7) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to [the Certificateholders. (b) Swap Counterparty,] the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Issuer 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 and the other Issuer Basic Documents.

Purposes and Powers. (a) The purpose of the Issuer Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities, and the Issuer shall have the power and authority: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement Agreement; (ii) [to enter into and perform its obligations under any interest rate protection agreement or agreements between the Trust and a counterparty, including any confirmations evidencing the transactions thereunder, which is an interest rate swap, an interest rate cap, an obligation to sellenter into any of the foregoing, transfer or any combination of any of the foregoing;] (iii) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Securities, in each case in accordance with the Basic Documents (as defined in Appendix A Notes and Certificates pursuant to the Sale and Servicing Agreement, and together with the Certificate Depository Agreement and the Note Depository Agreement, hereafter the “Basic Documents”); (iiiv) to permit assign, grant, transfer, pledge, mortgage and convey the Depositor to use, or to use, at the direction of the Depositor, the net proceeds of the sale of the Securities to (i) purchase the Depositor Conveyed Assets, (ii) fund the Reserve Account with an amount equal to the Reserve Account Deposit, (iii) pay the organizational, start-up and transactional expenses of the Issuer and (iv) pay to the Depositor, or permit the Depositor, to retain, any balance; (iii) to Grant the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture and to hold, acquire, manage and distribute to the Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Issuer Trust pursuant to, the Indenture or the Sale as set forth therein and Servicing Agreement; (iv) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders in accordance with the Indenture and the Sale and Servicing Agreement; (v) to enter into and perform its obligations under the Issuer Basic DocumentsDocuments to which it is to be a party; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate, the securing and payment of the Notes Estate and the making of distributions to the Certificateholders. (b) Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Issuer 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 and the other Issuer Basic Documents.