Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes Bonds pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes Bonds and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans Collateral pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans Collateral released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Bondholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents [while any Note Bond is outstanding and without regard to the Bonds and] [without the consent of the Certificateholders of Certificates evidencing a majority __% of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesCertificateholders].

Purposes and Powers. The purpose of the Trust is to engage in the following activitiesactivities and the 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 Trust Agreement and to sell transfer the Notes and the CertificatesTrust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Mortgage Loans Receivables, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including entering into interest rate swaps and caps and other derivative instruments; (vi) to accept additional contributions of equity that are not subject give the Issuing Entity Order to the Lien of Indenture Trustee to authenticate and deliver the IndentureNotes; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Home Equity Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Home Equity Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Equity Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Security Balances of the NotesNotes and the Indenture Trustee.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans Collateral pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans Collateral released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents [while any Note is outstanding and] [without the consent of the Certificateholders of Certificates evidencing a majority __% of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesCertificateholders].

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (iactivities:(i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; ; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; ; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; ; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; ; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activitiesactivities and the 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 Trust Agreement and to sell transfer the Notes and the CertificatesTrust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Mortgage Loans Receivables, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including entering into interest rate swaps and caps and other derivative instruments; (vi) to accept additional contributions of equity that are not subject give the Issuing Entity Order to the Lien of Indenture Trustee to authenticate and deliver the IndentureNotes; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer and the Noteholders holders of Notes representing a majority of the aggregate Voting Rights Note Balance of the Notes; provided that any Certificate registered in the name of the Seller or an Affiliate of the Seller will not be considered a Certificate for purposes of such consent; provided, further, that if 100% of the Certificates are held by the Seller or an Affiliate of the Seller, the consent of the Certificateholders will not be required.

Purposes and Powers. The purpose of the Trust is to engage in the following activitiesactivities and the Trust shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to sell sell, transfer and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions on the Trust Certificates, all in accordance with the Basic Documents; (iib) with the proceeds of the sale of the Notes, to purchase the Mortgage Loans and Receivables, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of this Agreement and the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with the collection and conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Class CE Certificate (hereinafter referred to as the "Certificate" or "Certificates") pursuant to this Owner Trust Agreement and to sell the Notes and the CertificatesCertificate; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iii) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, Certificateholder and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer Certificates and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the such Notes and the Certificates; (ii) to purchase acquire the Mortgage Home Equity Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grantGrant, transfer, pledge and convey the Mortgage Home Equity Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Equity Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Credit Enhancer (as evidenced in writing) and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not (i) engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing Indenture Trustee or (ii) elect to be treated for federal income tax purposes as a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notescorporation under Treasury Regulations Section 301.7701-3(c).

Purposes and Powers. The purpose of the Trust is to is, and the Trust shall have the power and authority to, engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to sell the Notes and and/or the CertificatesTrust Certificates in one or more transactions; (iib) with the proceeds of the sale of the Notes and/or the Trust Certificates, to fund the Pre-Funding Account and to purchase the Mortgage Loans Receivables pursuant to the Sale and to pay the organizational, start-up and transactional expenses of the TrustServicing Agreement; (iiic) to assign, grantGrant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in Certificateholders and the foregoing activitiesNoteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while Documents. The Trust shall have no power to hold any Note is outstanding without derivative financial instrument unless such derivative financial instrument complies with the consent requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Certificateholders of Certificates evidencing a majority of Financial Accounting Standards Board for “qualifying special purpose entities” (“FAS 140”), including any interpretations thereof or any successor standard issued by the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesFinancial Accounting Standards Board. The Trustee shall have no obligation to determine whether or not any derivative financial instrument complies with FAS 140.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Home Equity Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Home Equity Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Equity Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Security Balances of the Notes, the Credit Enhancer and the Indenture Trustee.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is Issuer is, 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 Trust Agreement Agreement, and to sell sell, transfer and exchange the Notes and the CertificatesCertificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (iib) to purchase acquire the Mortgage Loans property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to the terms thereof, to make deposits to and withdrawals from the Collection Account, the Reserve Account and the Pre-Funding Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 Residual Interestholder any portion of the Mortgage Loans Trust Estate released from the Lien lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersResidual Interestholder and the Noteholders. The Trust Owner Trustee is hereby authorized to engage in the foregoing activitiesactivities on behalf of the Issuer. The Trust Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesTransaction Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to purchase the Grantor Trust Certificate and to pay the organizational, start-up and transactional expenses of the Trust; (iv) to assign, grant, transfer, pledge and convey the Grantor Trust Certificate pursuant to the Indenture; (v) to terminate the Grantor Trust Agreement and to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 in connection with any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture;such termination, (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Owner Trust Estate subsequent to the discharge of the Indenture, all for the benefit of the holders of the Certificates; (viii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (viix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Certificateholders and the Noteholders. (x) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Owner Trust Certificate (hereinafter referred to as the "Certificate" or "Certificates") pursuant to this Owner Trust Agreement and to sell the Notes and the CertificatesCertificate; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iii) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, Certificateholder and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase with the Mortgage Loans proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust; (iii) to purchase, hold, assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans Owner Trust Estate (as defined herein) released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Trust Estate subsequent to the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to to, and the Trust shall have the power and authority to, engage in the following activities: (i) to issue and sell from time to time the Notes pursuant to the Indenture and supplements thereto, and the Certificates Trust Certificate, substantially in the form of Exhibit A hereof, pursuant to this Trust Agreement and to sell the Notes and the CertificatesAgreement; (ii) to borrow funds from time to time subject to the conditions for such borrowings set forth in the Indenture; (iii) with the proceeds of the sale of the Notes, to purchase from time to time pools of the Mortgage Trust Student Loans and to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the organizational, start-up organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement, provided, however, the Trust shall not purchase Trust Student Loans more frequently than once a month; (iiiiv) to enter into derivative product agreements; (v) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activitiesNoteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer Trustee and the Noteholders of Notes representing a majority of the aggregate Voting Rights Note Balance of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (iactivities:(i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; ; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; ; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; ; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; ; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer Trustee and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. (a) The purpose of the Trust is Issuer is, and the Issuer shall have the power and authority to engage in in, the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and upon the Certificateswritten order of the Depositor; (ii) to purchase use the Mortgage Loans proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the TrustIssuer and to pay the balance to the Seller pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders; (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans pursuant Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture and to hold, manage and distribute to the Certificateholders Trustee pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Securityholders. Noteholders and the Certificateholders. (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust 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 Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue issue, from time to time, the Notes pursuant to the Indenture and a supplement thereto, and the Certificates Trust Certificate pursuant to this Trust Agreement and Agreement, to sell the Notes in one or more transactions, and the Certificatesmaking payments and distributions thereon; (iib) to purchase deposit and apply the Mortgage Loans and to pay the organizational, start-up and transactional expenses proceeds of the Trustsale of the Notes pursuant to the Indenture and any other applicable Supplemental Indenture, as specified therein; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of this Trust Agreement any portion of the Mortgage Loans Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to acquire, hold and administer Financed Student Loans and other assets of the Trust Estate and the proceeds therefrom; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a partyparty and derivative and credit support agreements; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activitiesEstate. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while Documents. In no event shall the Delaware Trustee or any Note is outstanding without other Person have any power to (i) vary the consent investment of the Certificateholders in the Trust Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of Certificates evidencing a majority variations in the market to improve the investment of the aggregate Certificate Percentage Interest Certificateholders in the Trust Certificates; or (ii) agree to any change in the terms of each Class a Financed Student Loan that would be a "significant modification" within the meaning of Certificates§ 1.1001-3 of the Treasury Regulations (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (A) not cause the Trust Certificates to be treated other than as set forth in Section 2.06 hereof for federal and relevant state tax purposes; (B) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes; and (C) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Holders of the Notes, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file any documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming such treatment of the Trust and as shall be presented to the Trustee in final form for execution.

Purposes and Powers. The purpose of the Trust is to engage ------------------- in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to Section 2.8.1 of the Administration Agreement, to fund the Capitalized Interest Account pursuant to Section 2.8.2 of the Administration Agreement, to fund the Collection Account pursuant to Section 2.6.C of the Administration Agreement, to make the up-front payment under the Interest Rate Cap Swap Confirmation and to purchase the Mortgage Trust Student Loans and pursuant to pay the organizational, start-up and transactional expenses of the TrustSale Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, therewith including but not limited to accept additional contributions of equity that are not subject entering into and performing its obligations under any Swap Agreement to the Lien of the Indenturewhich it is to be a party; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer Noteholders and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.others specified in Sections 2.7, 2.8.1 and 2.8.2

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer Trustee and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesEnhancer.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement Agreement, and to sell the Notes and the CertificatesCertificates upon the written order of the Depositor; (ii) to purchase use the Mortgage Loans and proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Seller, as holder of the Residual Interest, pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and the Certificates and Excess Collections to the Seller, as holder of the Residual Interest; (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans pursuant Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture and to hold, manage and distribute to the Certificateholders Trustee pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vivii) subject to compliance with the Basic 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 SecurityholdersNoteholders and the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesTransaction Documents.

Purposes and Powers. (a) The purpose of the Trust is Issuer is, and the Issuer will have the power and authority, to engage in the following activities: (i) to issue acquire the Notes 2011-B Exchange Note pursuant to the Indenture and Second-Tier Sale Agreement from the Certificates pursuant to this Trust Agreement and to sell Depositor in exchange for the Notes and the CertificatesResidual Interest; (ii) to purchase Grant the Mortgage Loans and Collateral to pay the organizational, start-up and transactional expenses of Indenture Trustee pursuant to the TrustIndenture to secure payment on the Notes; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the 2011-B Basic Documents Documents; (iv) to which it is issue the Notes pursuant to be a partythe Indenture and to sell the Notes upon the order of the Depositor; (v) to pay interest on and principal of the Notes; (vi) to issue additional securities pursuant to one or more supplemental indentures or amendments to this Agreement and to transfer all or a portion of such securities to the Depositor or other holder of a Residual Interest, subject to compliance with the 2011-B Basic Documents, in exchange for all or a portion of the Residual Interest; (vii) to engage in those activities, including entering into agreements, that are necessary, suitable appropriate or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indentureforegoing; and (viviii) subject to compliance with the 2011-B Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of payments to the Noteholders and distributions to the Securityholders. holder of the Residual Interest. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall Issuer will not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other 2011-B Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is is, and the Trust will 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 Trust Agreement Agreement, and to sell the Notes to the Depositor and sell, transfer or exchange the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiib) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Owner Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Security Insurer and on behalf of the Noteholders and the Swap Counterparty and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivc) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vd) to enter into interest rate swaps and caps and other derivative instruments in connection with the Notes; (e) to enter into interest rate swaps and caps and other derivative instruments in connection with the Certificates; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall will not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not (i) engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, Trustee and the Enhancer and the Noteholders of Notes representing or (ii) elect to be treated for federal income tax purposes as a majority of the aggregate Voting Rights of the Notescorporation under Treasury Regulations Section 301.7701-3(c).

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Credit Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Note Balance of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activitiesactivities and the 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 Trust Agreement and to sell the Notes and the Trust Certificates, in each case in accordance with the Basic Documents; (iib) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase or otherwise acquire the Mortgage Loans and Receivables, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The 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 Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to Section 2.9 of the Administration Agreement, to fund the Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to purchase the Mortgage Trust Student Loans pursuant to the Sale Agreement, to make the upfront payment pursuant to the Interest Rate Cap Agreement and to pay the organizational, start-up and transactional expenses of upfront fee pursuant the TrustRemarketing Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage Noteholders and the others specified in Sections 2.7 and 2.8 of the foregoing activitiesAdministration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Trust Agreement Agreement, and to sell the Notes and the CertificatesNotes; (ii) with the proceeds of the sale of the Notes, to purchase fund the Mortgage Loans Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not (i) engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding Outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, Trustee and the Enhancer and the Noteholders of Notes representing or (ii) elect to be treated for federal income tax purposes as a majority of the aggregate Voting Rights of the Notescorporation under Treasury Regulations Section 301.7701-3(c).

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Excess Distribution Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, (A) to purchase fund the Mortgage Loans Reserve Account pursuant to Section 2.9 of the Administration Agreement, (B) to fund the Capitalized Interest Account pursuant to Section 2.10(b) of the Administration Agreement and to pay fund the organizational, startAdd-up and transactional expenses On Consolidation Loan Account pursuant to Section 2.10(e) of the TrustAdministration Agreement, (C) to acquire the Initial Trust Student Loans on the Closing Date, and (D) to disburse funds in connection with any Add-On Consolidation Loans during the Consolidation Loan Add-On Period, in each case pursuant to the Contribution Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Excess Distribution Certificateholders pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage Noteholders and the others specified in Sections 2.7 and 2.8 of the foregoing activitiesAdministration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in ------------------- the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer and the Noteholders holders of Notes representing a majority of the aggregate Voting Rights Note Balance of the Notes; provided that any Certificate registered in the name of the Seller or an Affiliate of the Seller will not be considered a Certificate for purposes of such consent; provided, further, that if 100% of the Certificates are held by the Seller or an Affiliate of the Seller, the consent of the Certificateholders will not be required.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to Section 2.9 of the Administration Agreement, to fund the Capitalized Interest Account pursuant to Section 2.10(a) of the Administration Agreement, to purchase the Mortgage Trust Student Loans pursuant to the Sale Agreement and to pay make the organizational, start-up and transactional expenses of upfront payment pursuant to the TrustInterest Rate Cap Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage Noteholders and the others specified in Sections 2.7 and 2.8 of the foregoing activitiesAdministration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the CertificatesCertificate; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) 1. to issue the issue, from time to time, Notes pursuant to the Indenture Indenture, and the Trust Certificates pursuant to this Trust Agreement and to sell Notes in one or more transactions pursuant to the Notes Bond Purchase Agreement and the Certificatesan Underwriting Agreement; (ii) 2. to purchase deposit and apply the Mortgage Loans and to pay the organizational, start-up and transactional expenses proceeds of the Trustsale of Notes as specified in the Indenture; (iii) 3. to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) 4. to originate and acquire Financed Eligible Loans; 5. to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) 6. to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) 7. subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersEstate. The Trust is hereby authorized to engage in the foregoing activitiesactivities and any activities that are necessary or incidental thereto. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while Documents. In no event shall the Delaware Trustee or any Note is outstanding without other Person have any power to (i) vary the consent investment of the Certificateholders in the Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of Certificates evidencing a majority variations in the market to improve the investment of the aggregate Certificate Percentage Interest Certificateholders in the Certificates or (ii) agree to any change in the terms of each Class a Financed Eligible Loan that would be a "significant modification" within the meaning of CertificatesTreasury Regulations Section 1.1001-3 (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (a) not cause the Certificates to be treated other than as interests in a partnership or a disregarded entity for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Indenture TrusteeNoteholders, the Enhancer and Delaware Trustee or the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesTrust.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Trust Agreement Agreement, and to sell the Notes Notes, the Certificates and the CertificatesFinal Payment Certificate upon the written order of the Depositor; (ii) with the proceeds of the sale of the Notes to purchase fund the Mortgage Loans Reserve Account and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and distributions on the Certificates and, to the extent permitted by the Sale and Servicing Agreement. (iv) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans pursuant Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture and to hold, manage and distribute to the Certificateholders Trustee pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersNoteholders, the Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activitiesactivities and the Trust shall have the power and authority: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to sell the Notes and the Trust Certificates, all in accordance with the Basic Documents; (iib) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase the Mortgage Loans Initial Receivables, to fund the Pre-Funding Account, the Capitalized Interest Account and the Reserve Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Revolving Credit Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Revolving Credit Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Revolving Credit Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) (i) to issue the Notes Bonds pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes Bonds and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans Collateral pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans Collateral released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Bondholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents [while any Note Bond is outstanding and without regard to the Bonds and] [without the consent of the Certificateholders of Certificates evidencing a majority __% of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesCertificateholders].

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, including to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not (i) engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding Outstanding without the consent of the Certificateholders of Certificates evidencing Indenture Trustee or (ii) elect to be treated for federal income tax purposes as a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notescorporation under Treasury Regulations Section 301.7701-3(c).

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Revolving Credit Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Revolving Credit Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Revolving Credit Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.. [TPW: NY01:631506.5] 16069-00438 02/02/98 11:03AM 3

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to purchase the Mortgage Loans Initial Financed Student Loans, to deposit the Reserve Account Initial Deposit in the Reserve Account, to deposit the Prefunding Account Closing Date Deposit in the Prefunding Account, and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Loan Sale Agreement; (iii) to enter into any Swap Agreements; (iv) to originate Consolidation Loans during the Funding 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 Consolidation Loans to the principal balances of such Consolidation Loans, to acquire and hold the Prefunded Loans to be conveyed to the Trust pursuant to the Loan Sale Agreement and to acquire and hold any Serial Loans or other Student Loans to be conveyed to the Trust subsequent to the Closing Date pursuant to the Loan Sale Agreement; (v) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (viviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage Noteholders and the others specified in Section 2(d) of the foregoing activitiesAdministration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to is, and the Trust shall have the power and authority to, engage in the following activities: (ia) to issue the Indenture Notes pursuant to the Indenture Indenture, the Class B Notes pursuant to the Class B Note Purchase Agreement and the Trust Certificates pursuant to this Trust Agreement and to sell the Indenture Notes, the Class B Notes and the CertificatesTrust Certificates in one or more transactions; (iib) with the proceeds of the sale of the Indenture Notes, the Class B Notes and the Trust Certificates, to fund the Pre-Funding Account and to purchase the Mortgage Loans Receivables pursuant to the Sale and to pay the organizational, start-up and transactional expenses of the TrustServicing Agreement; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in Certificateholders, the foregoing activitiesClass B Noteholders and the Indenture Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage ------------------- in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to Section 2.8.1 of the Administration Agreement, to fund the Capitalized Interest Account pursuant to Section 2.8.2 of the Administration Agreement, to make the up-front payment under the Interest Rate Cap Swap Confirmation and to purchase the Mortgage Trust Student Loans and pursuant to pay the organizational, start-up and transactional expenses of the TrustSale Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, therewith including but not limited to accept additional contributions of equity that are not subject entering into and performing its obligations under any Swap Agreement to the Lien of the Indenturewhich it is to be a party; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer Noteholders and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.others specified in Sections 2.7, 2.8.1 and 2.8.2

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Home Equity Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Home Equity Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Equity Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders and payments to the Credit Enhancer. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Security Balances of the Notes, the Credit Enhancer and the Indenture Trustee.

Purposes and Powers. The purpose of the Trust is to engage in ------------------- the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to Section 2.8.1 of the Administration Agreement, to fund the Capitalized Interest Account pursuant to Section 2.8.2 of the Administration Agreement, to make the up-front payment under the Interest Rate Cap Swap Confirmation and to purchase the Mortgage Trust Student Loans and pursuant to pay the organizational, start-up and transactional expenses of the TrustSale Agreement; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to Section 5.01 the terms of Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, therewith including but not limited to accept additional contributions of equity that are not subject entering into and performing its obligations under any Swap Agreement to the Lien of the Indenturewhich it is to be a party; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer Noteholders and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.others specified in Sections 2.7, 2.8.1 and 2.8.2

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Residual Certificates and Class S Certificates pursuant to this Trust Agreement Agreement, and to sell the Notes Notes, Residual Certificates and the Class S Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans pursuant Owner Trust Estate to the Indenture Trustee on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Residual Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iii) with the proceeds of the sale of the Notes, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Sponsor pursuant to the Sale and Servicing Agreement; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersNoteholders and the Residual Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the such Notes and the Certificates; (ii) to purchase acquire the Mortgage Revolving Credit Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Revolving Credit Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Revolving Credit Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Credit Enhancer (as evidenced in writing) and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Excess Distribution Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (ii) with the proceeds of the sale of the Notes, to fund the Reserve Account pursuant to Section 2.8.1 of the Administration Agreement, to fund the Capitalized Interest Account pursuant to Section 2.8.2 of the Administration Agreement, to fund the Collection Account pursuant to Section 2.6.C of the Administration Agreement, to make the up-front payment under the Interest Rate Cap Swap Confirmation and to purchase the Mortgage Trust Student Loans and pursuant to pay the organizationalSale Agreement, start-up and transactional expenses of the Trustas applicable; (iii) to assign, grant, transfer, pledge and convey Grant the Mortgage Loans Trust Estate to the Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Certificateholders holder of the Excess Distribution Certificate pursuant to Section 5.01 the terms of this Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, therewith including but not limited to accept additional contributions of equity that are not subject entering into and performing its obligations under the Swap Agreement to the Lien of the Indenturewhich it is to be a party; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer Noteholders and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.others specified in Sections 2.7, 2.8.1 and 2.8.2

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of CertificatesBalance, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesEnhancer.

Purposes and Powers. The purpose of the Trust is Issuer is, 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 Trust Agreement Agreement, and to sell sell, transfer or exchange the Notes and the Certificates; (iib) to purchase acquire the Mortgage Loans property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and Certificates, to make deposits to and to pay the organizational, start-up extent permitted under the Basic Documents withdrawals from the Reserve Account and transactional expenses of other accounts established under this Agreement and the TrustSale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust 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 Trust Agreement or the other Basic Documents while any Note is outstanding without the consent Documents. Without limitation of the Certificateholders foregoing, except for such activities as are referenced in paragraphs (a) through (f) of Certificates evidencing a majority 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 aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesIndenture; or (c) engage in any other business or activities.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grantxxxxx, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer and the Noteholders holders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (iib) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iiic) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of the Certificates, the Indenture Trustee, the Enhancer and the Noteholders holders of Notes representing a majority of the aggregate Voting Rights of the Notes; provided that any Certificate registered in the name of the Seller or an Affiliate of the Seller will not be considered a Certificate for purposes of such consent; provided, further, that if 100% of the Certificates are held by the Seller or an Affiliate of the Seller, the consent of the Certificateholders will not be required.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans Owner Trust Estate and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans Owner Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents [while any Note is outstanding and without regard to the Notes and] [without the consent of the Certificateholders of Certificates evidencing a majority __% of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesCertificateholders].

Purposes and Powers. The purpose of the Trust is to to, and the Trust shall have the power and authority to, engage only in the following activities: (i) to issue and sell on the Closing Date the Notes pursuant to the Indenture and supplements thereto, and the Certificates Trust Certificate, substantially in the form of Exhibit A hereto, pursuant to this Trust Agreement and to sell the Notes and the CertificatesAgreement; (ii) with the proceeds of the sale of the Notes, to purchase purchase, in accordance with the Mortgage Basic Documents, pools of the Trust Student Loans and to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the organizational, start-up organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party, including, but not limited to, making any payments that may be owed by the Trust under the Swap Agreement; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; andforegoing; (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Noteholders; and (vii) to enter into and perform its obligations under the indemnification agreement, dated December 15, 2006, among SLC, the Depositor, the Trust is hereby authorized to engage in and the foregoing activitiesSwap Counterparty. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activitiesactivities and the 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 Trust Agreement and to sell transfer the Notes and the CertificatesCertificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Mortgage Loans Receivables, to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account and the Negative Carry Account, and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Owner Trust Estate pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, ; (vi) to accept additional contributions of equity that are not subject give the Issuer Order (as defined in the Indenture) to the Lien of Indenture Trustee to authenticate and deliver the IndentureNotes; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Owner Trust Agreement and to sell the Notes and the CertificatesCertificate; (ii) to purchase the Mortgage Loans Grantor Trust Certificate and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans Grantor Trust Certificate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 any portion of the Mortgage Loans Grantor Trust Certificate released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to terminate the Grantor Trust Agreement and to assign, grant, transfer, own, pledge and convey the Home Loans in connection with any such termination; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, Certificateholder and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Home Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Home Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Home Loans released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.

Purposes and Powers. The purpose of the Trust is is, and ------------------- the Trust shall have the power and authority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Trust Agreement Agreement, and to sell the Notes and the CertificatesNotes; (ii) with the proceeds of the sale of the Notes, to purchase fund the Mortgage Loans Pre- Funding Account, the Capitalized Interest Account and the Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Revolving Credit Loans and to pay the organizational, start-start- up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Revolving Credit Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Revolving Credit Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders Holders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest Interests of each Class of Certificates, the Controlling Certificates and the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the Notes.. [NY01B:313787.4] 16069-00394 03/27/97 3:03pm 3

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans Collateral pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 any portion of the Mortgage Loans Collateral released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents [while any Note is outstanding and without regard to the Notes and] [without the consent of the Certificateholders of Certificates evidencing a majority __% of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesCertificateholders].

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes and the Certificates; (ii) to purchase the Mortgage Loans and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to Section 5.01 herein, any portion of the Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Trust Estate subsequent to the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and; (vivii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the SecurityholdersCertificateholder and the Noteholders; and (viii) to issue REMIC Class A Notes and REMIC Class M Notes following a TMP Trigger Event. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue issue, from time to time, the Notes pursuant to the Indenture and a supplement thereto, and the Certificates Trust Certificate pursuant to this Trust Agreement and Agreement, to sell the Notes in one or more transactions, and the Certificatesmaking payments and distributions thereon; (iib) to purchase deposit and apply the Mortgage Loans and to pay the organizational, start-up and transactional expenses proceeds of the Trustsale of the Notes pursuant to the Indenture and any other applicable Supplemental Indenture, as specified therein; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of this Trust Agreement any portion of the Mortgage Loans Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to acquire, hold and administer Financed Student Loans and other assets of the Trust Estate and the proceeds therefrom; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a partyparty and derivative and credit support agreements; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activitiesEstate. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while Documents. In no event shall the Delaware Trustee or any Note is outstanding without other Person have any power to (i) vary the consent investment of the Certificateholders in the Trust Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of Certificates evidencing a majority variations in the market to improve the investment of the aggregate Certificate Percentage Interest Certificateholders in the Trust Certificates; or (ii) agree to any change in the terms of each Class a Financed Student Loan that would be a “significant modification” within the meaning of Certificates§ 1.1001-3 of the Treasury Regulations (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (A) not cause the Trust Certificates to be treated other than as set forth in Section 2.06 hereof for federal and relevant state tax purposes; (B) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes; and (C) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Holders of the Notes, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file any documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming such treatment of the Trust and as shall be presented to the Trustee in final form for execution.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ia) to issue issue, from time to time, the Notes pursuant to the Indenture and a supplement thereto, and the Certificates Trust Certificate pursuant to this Trust Agreement and to sell the Notes and the Certificatesin one or more transactions; (b) to deposit and apply the proceeds of the sale of the Notes, to (i) in the case of the Series 2002 Notes, as specified in Sections 14 and 15 of the Series 2002 Supplemental Indenture and (ii) in the case of any Notes issued pursuant to purchase the Mortgage Loans and to pay the organizationalany other Supplemental Indenture, start-up and transactional expenses of the Trustas specified therein; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of this Trust Agreement any portion of the Mortgage Loans Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to acquire Student Loans; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vf) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activitiesEstate. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while Documents. In no event shall the Delaware Trustee or any Note is outstanding without other Person have any power to (i) vary the consent investment of the Certificateholders in the Trust Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of Certificates evidencing a majority variations in the market to improve the investment of the aggregate Certificate Percentage Interest Certificateholders in the Trust Certificates; or (ii) agree to any change in the terms of each Class a Financed Student Loan that would be a “significant modification” within the meaning of Certificates§ 1.1001-3 of the Treasury Regulations (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (A) not cause the Trust Certificates to be treated other than as set forth in Section 2.06 hereof for federal and relevant state tax purposes; (B) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes; and (C) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights Holders of the Notes, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file any documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming such treatment of the Trust and as shall be presented to the Trustee in final form for execution.

Purposes and Powers. The purpose of the Trust is Issuer is, 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 Trust Agreement Agreement, and to sell sell, transfer or exchange the Notes and the Certificates; (iib) to purchase acquire the Mortgage Loans property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and Certificates, to make deposits to and to pay the organizational, start-up extent permitted under the Basic Documents withdrawals from the Reserve Account and transactional expenses of other accounts established under this Agreement and the TrustSale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ve) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are which activities cannot subject be contrary to the Lien status of the IndentureTrust as a "qualifying special purpose entity" under existing accounting literature; and (vif) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders, which activities cannot be contrary to the status of the Trust as a "qualifying special purpose entity" under existing accounting literature. The Trust Issuer is hereby authorized to engage in the foregoing activities. The Trust 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 Trust Agreement or the other Basic Documents while any Note is outstanding without the consent Documents. Without limitation of the Certificateholders foregoing, except for such activities as are referenced in paragraphs (a) through (f) of Certificates evidencing a majority 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 aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesIndenture; or (c) engage in any other business or activities.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement Agreement, and to sell the Notes and the Certificates; (ii) with the proceeds of the sale of the Notes, to purchase fund the Mortgage Loans Pre-Funding Account, the Interest Reserve Account and the Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Owner Trust Estate to the Trustee pursuant to the Indenture for the benefit of the Insurer and the Noteholders and to hold, manage and distribute to the Certificateholders and the Depositor pursuant to Section 5.01 the terms of the Sale and Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with the conservation of the Owner Trust Estate and the making of distributions to the SecurityholdersCertificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.

Purposes and Powers. The purpose of the Trust is, and the Trust shall have the power and authority, and is authorized, to engage in the following activities: (ia) to acquire, manage and hold the Receivables and the Related Security, (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement Agreement, and to sell sell, transfer or exchange the Notes and to transfer and exchange the Certificates;, (iic) to purchase acquire property and assets from the Mortgage Loans Seller pursuant to the Pooling Agreement, to make payments or distributions on the Securities to the Securityholders, to make deposits into and withdrawals from accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust;, (iiid) to assign, grant, transfer, pledge pledge, mortgage and convey the Mortgage Loans Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to Section 5.01 the terms of this Agreement, the Pooling Agreement and the Servicing Agreement any portion of the Mortgage Loans Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture;, (ive) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party;, including appointing the Servicer or, as provided in the Servicing Agreement and Backup Servicing Agreement, the Backup Servicer to service the Receivables, (vf) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vig) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Securityholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents while any Note is outstanding without the consent of the Certificateholders of Certificates evidencing a majority of the aggregate Certificate Percentage Interest of each Class of Certificates, the Indenture Trustee, the Enhancer and the Noteholders of Notes representing a majority of the aggregate Voting Rights of the NotesDocuments.