Common use of Declaration of Trust Clause in Contracts

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained hereinState of Alabama or any other similar qualification or license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity division or branch of the Person holding the beneficial interests in the Trust for any period during which the beneficial interests in the Trust are held by one Person, and (B) if that it has shall be treated as a partnership for any period during which the beneficial interests in the Trust are held by more than one beneficial owner, as a partnershipPerson, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that for any such period, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the such characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused At the filing direction of the Certificate Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorAct, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin TaxHB3, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin TaxHB3, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin TaxHB3, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax HB3 and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin TaxHB3). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax HB3 to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin TaxHB3, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin TaxHB3, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin TaxHB3, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax HB3 and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin TaxHB3). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax HB3 to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity division or branch of the Person holding the beneficial interests in the Trust for any period during which the beneficial interests in the Trust are held by one Person, and (B) if that it has shall be treated as a partnership for any period during which the beneficial interests in the Trust are held by more than one beneficial owner, as a partnershipPerson, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that for any such period, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the such characterization of the Trust either as a nonentity or as a partnership for such income and franchise tax purposes. Effective as of the date hereof, the Owner Trustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused At the filing direction of the Certificate Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorAct, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal income or state and local income, franchise and value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustCertificates, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership for (that is not treated as a publicly traded partnership), and this Agreement may be amended to include such tax purposesprovisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Trust shall be managed by the Administrator pursuant to the Administration Agreement. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-an entity separate from such Certificateholder and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of a Trust Certificate will be deemed to have agreed) agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained hereinState of Alabama or any other similar qualification or license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for U.S. federal income, state and local income and franchise tax purposes, (i) so long as there is a sole Certificateholder, the Trust Issuer shall be disregarded as an entity separate from the owner, with the assets of the Issuer being the Receivables and other assets held by the Issuer, the owner of the Receivables being the sole Certificateholder and the Notes being non-recourse debt of the sole Certificateholder and (ii) if there is more than one Certificateholder, the Issuer shall be treated (A) if it has one beneficial owner, as a non-entity partnership for U.S. federal income, state and (B) if it has more than one beneficial owner, as a partnershiplocal income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, Issuer and with the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect for the sole purpose and to accomplishing the purposes extent necessary to accomplish the purpose of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated Issuer as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions set forth in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax2.03(a). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers powers, authority and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the CertificateholderTrust, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as or a “passive entity” for purposes of the Margin Tax, formed qualification to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust States of Alabama and Delaware is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersOwners, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (i) so long as there is a sole Owner, the Trust shall be treated as a security arrangement, with the assets of the Trust being the Receivables and other assets held by the Trust, the owner of the Receivables being the sole Owner and the Notes being non-recourse debt of the sole Owner and (Aii) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerOwner, the Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Owners (including the Company as assignee of the Depositor pursuant to the Purchase Agreement, in its capacity as recipient of distributions from the Reserve Account) and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, until the Trust Certificates are beneficially owned by more than one Person (iiand all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) solely and the Notes will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), it is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesdisregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal income or state and local income, franchise and value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustResidual Interest, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership for (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such tax purposesprovisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment; provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the this Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power (but shall not be obligated) to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee, in such capacity, shall not be entitled to exercise any powers, nor shall the Delaware Trustee, in such capacity, have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The DepositorDelaware Trustee, and the Certificateholders by acceptance of a Certificatein such capacity, agree that if it is determined that, contrary to the intent shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Statutory Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Statutory Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal income or state and local income, franchise and value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustResidual Interest, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership for (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such tax purposesprovisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that (i) this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for United States federal, state and local income and franchise tax purposes, the Trust Issuer shall be treated as a grantor trust for United States federal income tax purposes, with the assets of the Issuer constituting the Receivables and other assets held by the Issuer, and the Notes constituting non-recourse debt of the Certificateholder(s), provided that if it is successfully asserted by the appropriate tax authorities that the Issuer is not properly characterized as a grantor trust for United States federal income tax purposes, the Issuer shall be treated, for United States federal, state and local income and franchise tax purposes, as (A) a disregarded entity if it has there is only one beneficial ownerowner for United States federal income tax purposes of the Certificates and any Notes that are treated as equity in the Issuer, as a non-entity and or (B) a partnership (other than an association or publicly traded partnership taxable as a corporation) if it has there is more than one beneficial owner, owner for United States federal income tax purposes of the Certificates and any Notes that are treated as a partnershipequity for United States federal income tax purposes in the Issuer, with the assets of the partnership being the Receivables and other assets held by the TrustIssuer, the partners of the partnership being the Certificateholders and the holders of the Notes that are treated as equity in the Issuer for United States federal income tax purposes, and the remaining Notes constituting indebtedness of the partnership. Unless The parties hereto and each Certificateholder, by acceptance of a Certificate, agree to treat the Issuer in accordance with the intention that the Issuer be characterized as a grantor trust for United States federal income tax purposes and, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Issuer shall be to protect and conserve the assets of the Issuer, and the Issuer shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Issuer and Owner Trustee (upon direction from the Certificateholders) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Issuer as a grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Issuer nor the Owner Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Issuer other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Issuer within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Issuer to take advantage of variations in the market to improve the investment of any Certificateholder. The provisions of this Trust Agreement shall be interpreted consistently with and to further this intention of the parties. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary tax returns, reports and other forms consistent with the foregoing characterization of the Trust either Issuer for United States federal, state and local income and franchise tax purposes. No election will be made by or on behalf of the Issuer to be classified as an association taxable as a nonentity or as a partnership corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. The Owner Trustee and (ii) the Delaware Trustee have executed and filed, or caused to be filed, the Certificate of Trust with the Secretary of State and such filing is ratified and approved. It is the intention of the parties hereto that, solely for U.S. federal income, state and local income and franchise tax purposes, (i) so long as there is a sole Certificateholder, the Trust Issuer shall be disregarded as an entity separate from the owner, with the assets of the Issuer being the Receivables and other assets held by the Issuer, the owner of the Receivables being the sole Certificateholder and the Notes being non-recourse debt of the sole Certificateholder and (ii) if there is more than one Certificateholder, the Issuer shall be treated (A) if it has one beneficial owner, as a non-entity partnership for U.S. federal income, state and (B) if it has more than one beneficial owner, as a partnershiplocal income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, Issuer and with the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect for the sole purpose and to accomplishing the purposes extent necessary to accomplish the purpose of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated Issuer as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions set forth in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax2.03(a). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for federal income and state and local income and franchise tax purposes, until the Trust Certificates are beneficially owned by more than one Person (iiand all such owners are not treated as the same Person for federal income tax purposes), the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) solely and the Notes will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes), the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesdisregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for income and franchise tax purposes, until the Trust Certificates are held by more than one Person, the Trust will be disregarded as an entity separate from the Depositor (iior another Person that beneficially owns all of the Trust Certificates) solely and the Notes will be characterized as debt. At such time that the Trust Certificates are held by more than one Person, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are held by more than one Person the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesdisregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions and obligations set forth herein herein, in the Pooling Agreement and in the Servicing Agreement for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and Statute, that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) that the Certificates represent the beneficial interests therein. The rights of the Certificateholders shall be determined as set forth herein and in the Statutory Trust Statute and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. It is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise tax purposestaxes, and any other taxes imposed upon, measured by, or based upon gross or net income, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets division or branch of the partnership being the Receivables and other assets held by the TrustSeller. The parties agree that, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity division or as a partnership branch of the Seller for such tax purposes; provided, however, that until the Seller receives a ruling from the Illinois Department of Revenue or an opinion of counsel reasonably acceptable to the Owner Trustee that the Trust will be treated as a branch or division of the Seller for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, the Seller will (i) include the taxable income of the Trust in the combined tax return filed by the combined group that includes the Seller, (ii) take all steps necessary to treat the Trust as a member of the same combined group of which the Seller is a member and (iii) provide information to the Owner Trustee to confirm that the actions required by clauses (i) and (ii) have been effected. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein in this Agreement, the Pooling Agreement, the Servicing Agreement and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused Trust subject to the filing terms and conditions of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustBasic Documents.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall Issuer will be treated (A) if it has one beneficial owner, disregarded as a non-an entity and (B) if it has more than one beneficial owner, as a partnership, with separate from the assets of the partnership being the Receivables and other assets held by the TrustSeller, the partners of the partnership being the Certificateholders Seller will be disregarded as an entity separate from COAF and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for income and (ii) solely franchise tax purposes, until the Trust Certificates are held by other than the Depositor, the Trust will be disregarded as an entity separate from the Depositor and the Notes will be characterized as debt. At such time that the Trust Certificates are held by more than one Person, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are held by more than one Person the Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity an entity separate from its owner. In the event the Trust is required to file any tax returns, reports or as a partnership other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged set forth in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustSection 2.03.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-an entity separate from such Certificateholder and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained hereinState of Alabama or any other similar qualification or license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for federal income and state and local income and franchise tax purposes, until the Certificates are beneficially owned by more than one Person (iiand all such owners are not treated as the same Person for federal income tax purposes), the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Certificates) solely and the Notes will be characterized as debt. At such time that the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes), it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders, by acceptance of a Certificate, agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for federal income tax purposes), the Trust shall will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesdisregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have At the direction of the Depositor, the Owner Trustee caused the filing of to be filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorAct, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-an entity separate from such Certificateholder and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained hereinState of Alabama or any other similar qualification or license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall Issuer will be treated (A) if it has one beneficial owner, disregarded as a non-an entity and (B) if it has more than one beneficial owner, as a partnership, with separate from the assets of the partnership being the Receivables and other assets held by the TrustSeller, the partners of the partnership being the Certificateholders Seller will be disregarded as an entity separate from COAF and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory business trust under the Statutory Business Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesbusiness trust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Business Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused It is the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as an entity disregarded from the sole holder of 100% of the Margin TaxCertificates, which Certificates shall initially be owned by the Depositor or an affiliate thereof, and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one person owns the Certificates for federal income tax purposes, then it is the intention of the parties hereto hereto, that solely for federal, state and local income and franchise tax purposes the Trust shall be treated as a “passive entity” for purposes partnership, with the assets of the Margin Taxpartnership being the Trust Estate, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D the partners of the Codepartnership being the Certificateholders and the Notes being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this intention. The Depositor, and the Certificateholders by acceptance of a Certificate, parties agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Owner Trust as an entity wholly owned by the Depositor or an affiliate thereof, or, if two or more persons own the Certificates, as a “passive entity” partnership for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusttax purposes.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment, provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees with respect to the Issuer Trust and the position of the Certificateholder, the this Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Statutory Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Statutory Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment; provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the this Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal income and state and local income, franchise and value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustCertificate, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its beneficial owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for purposes of federal income tax, state and local income and franchise tax, any state single business tax purposesand any other income taxes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity division or branch of the Person holding the beneficial ownership interests in the Trust for any period during which the beneficial ownership interests in the Trust are held by one Person, and (B) if that it has shall be treated as a partnership for any period during which the beneficial ownership interests in the Trust are held by more than one beneficial owner, as a partnershipPerson, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that for any such period, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the such characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have At the direction of the Depositor, the Owner Trustee caused the filing of to be filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorAct, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations Holders. The Depositor hereby appoints the Administrators (as agents of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipIssuer Trust), with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment, provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust this Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware Trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust under the Transaction Documentsother related documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory business trust under the Statutory Delaware Business Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust Trust. Furthermore, it is the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes (i) so long as there is a sole Certificateholder, the Trust shall be disregarded as a separate entity, with the assets of the Trust being treated as the assets of such sole Certificateholder, and the Notes being non-recourse debt of the sole Certificateholder, and (ii) solely for income and franchise tax purposesif there is more than one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the TrustTrust estate, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a) for federal income tax purposes. The parties agree that, unless otherwise required by the appropriate tax authorities, the sole Certificateholder or the Administrator on behalf of the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership provided in the second preceding sentence for such tax purposes. Effective as of the date hereofThe Owner Trustee, the Owner Trustee shall have all rights, powers Seller as the initial Certificateholder and duties set forth herein each successor Certificateholder (as a condition to acquiring its Certificate) agree to disregard the trust as a separate entity (if there is one Certificateholder) or to treat it as a partnership (if there are two or more Certificateholders) and in to treat the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” Notes as indebtedness for purposes of the Margin Taxfederal, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositorstate, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas local income or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustfranchise taxes.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersOwners, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (i) so long as there is a sole Owner, the Trust shall be treated as a security arrangement, with the assets of the Trust being the Receivables and other assets held by the Trust, the owner of the Receivables being the sole Owner and the Senior Notes being non-recourse debt of the sole Owner and (Aii) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerOwner, the Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Owners (including the Company as assignee of the Depositor pursuant to the Purchase Agreement, in its capacity as recipient of distributions from the Reserve Account) and the Senior Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of a Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers powers, authority and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the CertificateholderTrust, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as or a “passive entity” for purposes of the Margin Tax, formed qualification to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust States of Alabama and Delaware is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention intent of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intent of the parties hereto that, solely for income income, franchise and franchise value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustCertificates, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin TaxBankruptcy Code. For each taxable year of the Issuer, formed pursuant to hold assets to facilitate securitization transactions in a manner similar to grantor trusts Sections 7704(c) and real estate mortgage investment conduits as defined by Section 860D 7704(d) of the Code. The Depositor, the principal activity of the Issuer will consist of purchasing and holding debt receivables (which are capital assets to the Issuer) and issuing and paying notes, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent at least 90% of the parties hereto and the position Issuer’s gross income for each taxable year of the Certificateholder, the Trust has Issuer will constitute “gross receiptsqualifying income” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as under such terms are used Code provisions in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustform of interest and gains from such receivables and other qualifying income.

Declaration of Trust. The Owner Trustee hereby acknowledges that pursuant to the Initial Trust Agreement the Trust has received from the Sponsor the sum of $100 (100 U.S. dollars), which amount shall constitute consideration for the Sponsor’s Shares in the Fund designated in Section 3.2 hereof, which sum is held in a bank account in the name of such Fund. The Sponsor agrees that upon the creation of any additional Fund pursuant to this Trust Agreement it will pay an appropriate amount to the Trustee as consideration for its Shares in such Fund. The Trustee declares that it holds and will hold the Owner Trust Estate in trust upon of each Fund so established, as Trustee, for the benefit of the Fund’s Shareholders for the purposes of, and subject to the terms and conditions set forth herein for in, this Agreement; provided that, at any time, the use and benefit of the Certificateholders, subject to the obligations Sponsor may direct that all or a portion of the Trust under Estate of each Fund be held by a custodian of behalf of the Transaction DocumentsTrust. It is the intention of the parties Parties hereto that (i) the Trust constitute to create a statutory trust under the Statutory Delaware Trust Statute Statute, organized in series or Funds, and that this Trust Agreement shall constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust. Nothing in this Trust Agreement shall be treated (A) if it has one beneficial ownerconstrued to make the Shareholders of any Fund members of a limited liability company, joint stock association, corporation or, except for tax purposes as a non-entity and (B) if it has more than one beneficial ownerprovided in Section 1.6, as partners in a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee and the Sponsor shall have all of the rights, powers and duties set forth herein and and, to the extent not inconsistent with this Trust Agreement, in the Statutory Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of Trustee has filed the Certificate of Trust required by Section 3810 of the Delaware Trust Statute in connection with the Secretary of State. If it is determined that, contrary to the intent formation of the parties hereto and Trust under the position of the Certificateholder, the Delaware Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustStatute.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained hereinState of Alabama or any other similar qualification or license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposestrust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused It is the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as an entity disregarded from the sole holder of 100% of the Margin TaxCertificates, which Certificates shall initially be owned by the Depositor or an affiliate thereof, and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one person owns the Certificates for federal income tax purposes, then it is the intention of the parties hereto hereto, that solely for federal, state and local income and franchise tax purposes the Trust shall be treated as a “passive entity” for purposes partnership, with the assets of the Margin Taxpartnership being the Trust Estate, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D the partners of the Codepartnership being the Certificateholders and the Notes being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this intention. The Depositor, and the Certificateholders by acceptance of a Certificate, parties agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Owner Trust as an entity wholly owned by the Depositor or an affiliate thereof, or, if two or more persons own the Certificates, as a “passive entity” partnership for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusttax purposes.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and Statute, that this Trust Agreement constitute the governing instrument of such statutory trust and that, for United States federal, state and local income, franchise and value added tax purposes, (i) for so long as the Issuer has, or is deemed to have, a single beneficial owner, it shall be disregarded as an entity separate from its single beneficial owner and (ii) solely for income and franchise tax purposesif the Issuer has, the Trust shall be treated (A) if it has one beneficial owneror is deemed to have, as a non-entity and (B) if it has more than one beneficial owner, owner it shall be treated as a partnership that is not a “publicly traded partnership” as defined in Treasury Regulation Section 1.7704-1 promulgated under the Code, with the assets and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the partnership being Code. The parties hereto agree that the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary tax returns, reports and other forms consistent with the foregoing tax characterization of the Trust either Issuer, as applicable, unless otherwise required by pertinent tax law. No election shall be made by or on behalf of the Issuer to be classified as an association taxable as a nonentity or as a partnership corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee and the Delaware Trustee, as applicable, shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused Owner Trustee and the filing of Delaware Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Grantor Trust Trustee hereby declares that it will hold the Owner Grantor Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Grantor Trust Certificateholders, subject to the obligations of the Grantor Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Grantor Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for United States federal income or state and local income, franchise and value added tax purposes, the Grantor Trust shall will be treated (a grantor trust under subtitle A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial ownerchapter 1, as a partnershipsubchapter J, with the assets part I, subpart E of the partnership being the Receivables and other assets held by the TrustCode. The parties agree that, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless unless otherwise required by the appropriate tax authorities, the Grantor Trust shall will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the characterization of the Grantor Trust as other than a grantor trust. The parties further agree, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Grantor Trust shall be to protect and conserve the assets of the Grantor Trust, and the Grantor Trust shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Grantor Trust and Grantor Trust Trustee (upon direction from the Grantor Trust Certificateholders) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Grantor Trust as a nonentity grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Grantor Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Grantor Trust Certificateholders within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Grantor Trust to take advantage of variations in the market to improve the investment of any Grantor Trust Certificateholder. The provisions of this Agreement shall be interpreted consistently with and to further this intention of the parties. No election will be made by or on behalf of the Grantor Trust to be classified as an association taxable as a partnership corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Grantor Trust Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Grantor Trust. The parties have caused It is the filing intention of the parties hereto that except as expressly stated herein, the affairs of the Grantor Trust shall be managed by the Administrator pursuant to the Administration Agreement. The Grantor Trust Trustee has heretofore filed the Grantor Trust Certificate of Trust with the Secretary of State as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, to execute, deliver and file any other certificate required under the Statutory Trust Statute to be filed with the Secretary of State. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that (i) the Grantor Trust constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code and (ii) the Grantor Trust be treated as and remain a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by separate legal entity under Delaware law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Managing Owner Trustee hereby acknowledges that the Trust has received the sum of $1,000 for the Trust in a bank account in the name of the Trust controlled by the Managing Owner, and hereby declares that it will shall hold the Owner Trust Estate such sum in trust trust, upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction DocumentsUnitholders. It is the intention of the parties hereto that (i) the Trust constitute shall be a statutory trust organized in series, under the Statutory Delaware Trust Statute and that this Trust Agreement shall constitute the governing instrument of such the Trust. Because the Trust will be operated initially as a single series trust, the Managing Owner has determined that the term “Trust” reflects either the Trust or the single series (or both the Trust and the single series), as provided in the context of its use. For the avoidance of doubt, the Managing Owner may, in its sole discretion, without the consent of the Unitholders, amend this Trust Agreement, as applicable, to reflect the creation of one or more addition series. It is not the intention of the parties hereto to create a general partnership, limited partnership, limited liability company, joint stock association, corporation, bailment or any form of legal relationship other than a Delaware statutory trust and (ii) solely for income and franchise tax purposes, except to the extent that the Trust is deemed to constitute a partnership under the Code and applicable state and local tax laws. Nothing in this Trust Agreement shall be treated (A) if construed to make the Unitholders partners or members of a joint stock association except to the extent such Unitholders are deemed to be partners under the Code and applicable state and local tax laws. Notwithstanding the foregoing, it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with is the assets intention of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause Managing Owner to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as create a partnership among the Unitholders for such purposes of taxation under the Code and applicable state and local tax purposeslaws. Effective as of the date hereof, the Trustee and the Managing Owner Trustee shall have all of the rights, powers and duties set forth herein and in the Statutory Delaware Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused Trustee has filed the filing certificate of trust required by Section 3810 of the Certificate of Delaware Trust Statute in connection with the Secretary of State. If it is determined that, contrary to the intent formation of the parties hereto and Trust under the position of the Certificateholder, the Delaware Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustStatute.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Owner Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposestrust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused It is the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as an entity disregarded from the sole holder of 100% of the Margin TaxCertificate, which Certificate shall initially be owned by the Depositor or an affiliate thereof, and the provisions of this Owner Trust Agreement shall be interpreted to further this intention. If more than one person owns the Certificate for federal income tax purposes, then it is the intention of the parties hereto hereto, that solely for federal, state and local income and franchise tax purposes the Trust shall be treated as a “passive entity” for purposes partnership, with the assets of the Margin Taxpartnership being the Trust Estate, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D the partners of the Codepartnership being the Certificateholders and the Notes being debt of the partnership and the provisions of this Owner Trust Agreement shall be interpreted to further this intention. The Depositor, and the Certificateholders by acceptance of a Certificate, parties agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or, if two or more persons own the Certificate, as a “passive entity” partnership for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusttax purposes.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for income and franchise tax purposes, until the Trust Certificates are held by other than the Depositor, the Trust will be disregarded as an entity separate from the Depositor and Notes held by a person other than the Depositor (iior a person whose separate existence from the Depositor is disregarded) solely will be characterized as debt. At such time that the Trust Certificates are held by more than one Person, it is the intention of the parties hereto that, for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are held by more than one Person the Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity an entity separate from its owner. In the event the Trust is required to file any tax returns, reports or as a partnership other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged set forth in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustSection 2.03.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposestrust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused It is the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Group II Loans being treated as assets of the Margin Taxsingle person or entity, it and the Class II Notes being debt of the entity and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that solely for federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB-II Certificates are held by a single person or entity, the Trust (other than the portion of the Trust constituting the REMICs) shall be treated as a “passive disregarded entity” , with the Trust Estate being treated as assets of the single person or entity, and the Class II Notes being treated as debt of the entity, and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that, an election to be treated as a REMIC ("REMIC I") for federal income tax purposes be made with respect to the Home Equity Loans in Loan Group I together with the proceeds of the Home Equity Loans in Loan Group I and the proceeds of the Group I Policy on deposit in the Certificate Distribution Account, the Custodial Account and the Payment Account, for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of REMIC Provisions. It is also the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent intention of the parties hereto that a second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests ("REMIC II"). The Issuer will provide for the administration of REMIC I and REMIC II pursuant to Article XI of the Indenture. If more than one person owns the Class SB-II Certificates, then it is the intention of the parties hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust, exclusive of the portion of the Owner Trust constituting the REMICs, shall be treated as a partnership, with the assets of the partnership being the Trust Estate, exclusive of the assets of the REMICs, the partners of the partnership being the Holders of the Group II Certificates and the position Class II Notes being debt of the Certificateholder, partnership and the provisions of this Trust has “gross receipts” for purposes of the Margin Tax, they willAgreement shall be interpreted to further this intention. The parties agree that, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a “passive entity” partnership for such tax purposes and as provided by such holders of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustCertificates.

Declaration of Trust. The Owner Grantor Trust Trustee hereby declares that it will hold the Owner Grantor Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Grantor Trust Certificateholders, subject to the obligations of the Grantor Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Grantor Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for United States federal income or state and local income, franchise and value added tax purposes, the Grantor Trust shall will be treated (A) if it has one beneficial owner, classified as a non-entity and (B) if it has more than one beneficial ownergrantor trust under subtitle A, as a partnershipchapter 1, with the assets subchapter J, part I, subpart E of the partnership being the Receivables and other assets held by the TrustCode. The parties agree that, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless unless otherwise required by the appropriate tax authorities, the Grantor Trust shall will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the characterization of the Grantor Trust as an entity other than a grantor trust. The parties further agree, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Grantor Trust shall be to protect and conserve the assets of the Grantor Trust, and the Grantor Trust shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Grantor Trust and Grantor Trust Trustee (upon direction from the Grantor Trust Certificateholders) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Grantor Trust as a nonentity grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Grantor Trust other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Grantor Trust Certificateholders within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Grantor Trust to take advantage of variations in the market to improve the investment of any Grantor Trust Certificateholder. The provisions of this Agreement shall be interpreted consistently with and to further this intention of the parties. No election will be made by or on behalf of the Grantor Trust to be classified as an association taxable as a partnership corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Grantor Trust Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the Grantor Trust. The parties have caused It is the filing intention of the parties hereto that except as expressly stated herein, the affairs of the Grantor Trust shall be managed by the Administrator pursuant to the Administration Agreement. The Grantor Trust Trustee has heretofore filed the Grantor Trust Certificate of Trust with the Secretary of State as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, to execute, deliver and file any other certificate required under the Statutory Trust Statute to be filed with the Secretary of State. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that (i) the Grantor Trust constitute a “business trust” within the meaning of Section 101(9)(A)(v) of the Bankruptcy Code and (ii) the Grantor Trust be treated as and remain a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by separate legal entity under Delaware law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for purposes of U.S. federal, state and (ii) solely for applicable local income and franchise taxes and for purposes of any other tax measured in whole or in part by income, if the Trust Certificates are beneficially owned by one Person for U.S. federal income tax purposes, the Trust will be disregarded as an entity separate from such Person. At such time that the Trust Certificates are beneficially owned by more than one Person for U.S. federal income tax purposes, it is the intention of the parties hereto that, for purposes of U.S. federal, state and applicable local income and franchise taxes and for purposes of any other tax measured in whole or in part by income, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the such partnership being the Receivables and other assets held by the Trust, the partners of the such partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of such partnership. The Depositor and each of the partnershipCertificateholders, by acceptance of a Trust Certificate, agree to such treatment and agree to take no action inconsistent with such treatment. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are beneficially owned by more than one Person for U.S. federal income tax purposes, the Trust will not file or cause to be filed annual or other necessary returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity an entity disregarded as separate from its owner. In the event the Trust is required to file any tax returns, reports or as a partnership other forms, the Depositor shall be responsible for causing such tax purposesfilings and the expense associated therewith. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged set forth in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustSection 2.03.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income income, franchise and franchise value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustCertificate, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its beneficial owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Trustees filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers powers, authority and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the CertificateholderTrust, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as or a “passive entity” for purposes of the Margin Tax, formed qualification to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust States of Alabama and Delaware is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intent of the parties hereto that, solely for income income, franchise and franchise value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustCertificate, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities, (b) to use the proceeds from such sale to acquire the Debentures, and (c) to engage in those activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnershipHolders. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee The Administrative Trustees shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The parties Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have caused the filing any of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent duties and responsibilities of the parties hereto and Property Trustee or the position Administrative Trustees, or any of the Certificateholder, the Trust has “gross receipts” for purposes duties and responsibilities of the Margin TaxIssuer Trustees generally, it is the intention set forth herein. The Delaware Trustee shall be one of the parties hereto that the Trust be treated as a “passive entity” for purposes trustees of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts Issuer Trust for the sole and real estate mortgage investment conduits as defined by limited purpose of fulfilling the requirements of Section 860D 3807 of the Code. The Depositor, Delaware Business Trust Act and for taking such actions as are required to be taken by a Delaware trustee under the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Delaware Business Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposestrust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing For purposes of this Declaration of Trust, "Statutory Trust Statute" means Chapter 38 of Title 12 of the Certificate of Trust with Delaware Code, 12 Del. C.ss.3801 et. Seq. as the Secretary of Statesame may be amended or supplemented from time to time. If it It is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as an entity disregarded from the sole holder of 100% of the Margin TaxCertificates, which Certificates shall initially be owned by the Depositor or an affiliate thereof, and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one person owns the Certificates for federal income tax purposes, then it is the intention of the parties hereto hereto, that solely for federal, state and local income and franchise tax purposes the Trust shall be treated as a “passive entity” for purposes partnership (other than a publicly traded partnership), with the assets of the Margin Taxpartnership being the Trust Estate, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D the partners of the Codepartnership being the Certificateholders and the Notes being debt of the partnership and the provisions of this Trust Agreement shall be interpreted to further this intention. The Depositor, and the Certificateholders by acceptance of a Certificate, parties agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or, if two or more persons own the Certificates, as a “passive entity” partnership (other than a publicly traded partnership) for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusttax purposes.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-an entity separate from such Certificateholder and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor and the Owner Trustee (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association taxable as a corporation under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained hereinState of Alabama or any other similar qualification or license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for purposes of U.S. federal and state income tax, franchise tax, and franchise any other tax purposesmeasured in whole or in part by income, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity division or branch of the Person holding the beneficial interests in the Trust for any period during which the beneficial interests in the Trust are held by one Person, and (B) if that it has shall be treated as a partnership for any period during which the beneficial interests in the Trust are held by more than one beneficial owner, as a partnershipPerson, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the such partnership. Unless The parties agree that for any such period, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the such characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee and, solely to the extent set forth in the Administration Agreement, the Administrator shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused At the filing direction of the Certificate Depositor, the Owner Trustee caused to be filed a certificate of trust for the Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorAct, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposestrust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused It is the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Home Equity Loans being treated as assets of the Margin Taxsingle person or entity, it and the Notes being debt of the entity and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that solely for federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB Certificates are held by a single person or entity, the Trust shall be treated as a “passive disregarded entity” for purposes , with the Trust Estate being treated as assets of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositorsingle person or entity, and the Certificateholders by acceptance Notes being treated as debt of a Certificatethe entity, agree that if and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one person owns the Class SB Certificates, then it is determined that, contrary to the intent intention of the parties hereto hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust shall be treated as a partnership, with the assets of the partnership being the Trust Estate the partners of the partnership being the Certificateholders and the position Notes being debt of the Certificateholder, partnership and the provisions of this Trust has “gross receipts” for purposes of the Margin Tax, they willAgreement shall be interpreted to further this intention. The parties agree that, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a “passive entity” partnership for such tax purposes and as provided by such holders of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustCertificates.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage Table of Contents investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and Act, that this Trust Agreement constitute the governing instrument of such statutory trust and that, for United States federal, state and local income, franchise and value added tax purposes, (i) for so long as the Issuer has, or is deemed to have, but a single beneficial owner, it shall be disregarded as an entity separate from its single beneficial owner and (ii) solely for income and franchise tax purposesif the Issuer has, the Trust shall be treated (A) if it has one beneficial owneror is deemed to have, as a non-entity and (B) if it has more than one beneficial owner, owner it shall be treated as a partnership that is not a “publicly traded partnership” as defined in Treasury Regulation Section 1.7704-1 promulgated under the Code, with the assets and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the partnership being Code. The parties hereto agree that the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary tax returns, reports and other forms consistent with the foregoing tax characterization of the Trust either Issuer, as applicable, unless otherwise required by pertinent tax law. No election shall be made by or on behalf of the Issuer to be classified as an association taxable as a nonentity or as a partnership corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment; provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the this Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power (but shall not be obligated) to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee, in such capacity, shall not be entitled to exercise any powers, nor shall the Delaware Trustee, in such capacity, have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The DepositorDelaware Trustee, and the Certificateholders by acceptance of a Certificatein such capacity, agree that if it is determined that, contrary to the intent shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Notes, (b) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Notes and Qualifying Treasury Securities and the National City Bank Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, (d) to maintain its status as one or more grantor trusts or agency arrangements and (e) to engage in those activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnershipSecurityholders. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee The Administrative Trustees shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The parties Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have caused the filing any of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent duties and responsibilities of the parties hereto and Property Trustee or the position Administrative Trustees, or any of the Certificateholder, the Trust has “gross receipts” for purposes duties and responsibilities of the Margin TaxIssuer Trustees generally, it is the intention set forth herein. The Delaware Trustee shall be one of the parties hereto that the Trust be treated as a “passive entity” for purposes trustees of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts Issuer Trust for the sole and real estate mortgage investment conduits as defined by limited purpose of fulfilling the requirements of Section 860D 3807 of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Delaware Statutory Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Transaction Program Documents. It is the intention of the parties hereto that (i) the Securitization Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (a) so long as the Trust Certificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity from the Trust Certificateholder, with the assets of the Securitization Trust being the 2017-3 Exchange Note and other assets held by the Securitization Trust, the 2017-3 Exchange Note and other assets held by the Securitization Trust being owned by the sole Trust Certificateholder (Aor if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and (b) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerTrust Certificateholder, the Securitization Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables 2017-3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Securitization Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Securitization Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers authority and duties authorization set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Securitization Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Transaction DocumentsDocuments and under the Statutory Trust Act. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall Issuer will be treated (A) if it has one beneficial owner, disregarded as a non-an entity and (B) if it has more than one beneficial owner, as a partnership, with separate from the assets of the partnership being the Receivables and other assets held by the TrustTransferor, the partners of the partnership being the Certificateholders Transferor will be disregarded as an entity separate from VCI and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee shall file the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entity” for purposes "business trust" within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment, provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or, to the fullest extent permitted by law, fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust this Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a “statutory trust trust” under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for federal and (ii) solely for state income and state and local franchise tax purposes, (i) the Trust shall not be treated classified as (A) if it has one beneficial owner, an association taxable as a non-entity and corporation, (B) a publicly traded partnership or (C) a taxable mortgage pool, as long as, in the case of clause (C), either (1) a single person owns for federal income tax purposes, directly or indirectly through one or more entities disregarded as entities separate from such person, a 100% interest in the Certificates and each Class of the Class X Notes and Class B Notes, or (2) two or more persons own interests in the Certificates and Class of the Class X Notes and Class B Notes, but only if it has each such person’s percentage interest in the Certificates is identical to such person’s percentage interest in each Class of the Class X Notes and Class B Notes, (ii) the Trust, as of the Closing Date and thereafter, be disregarded as an entity separate from a Single Owner (and if at any other time two or more than one beneficial ownerProportionate Owners own interests in the Certificates for federal income tax purposes, be treated as a partnership), with and (iii) the assets Senior Notes be characterized as indebtedness to a Holder other than a Single Owner. Except as otherwise provided in this Trust Agreement, the rights of the partnership being the Receivables and other assets held by Certificateholders will be those of equity owners of the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall Issuer will be treated (A) if it has one beneficial owner, disregarded as a non-an entity and (B) if it has more than one beneficial owner, as a partnership, with separate from the assets of the partnership being the Receivables and other assets held by the TrustSeller, the partners of the partnership being the Certificateholders Seller will be disregarded as an entity separate from VCI and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income income, franchise and franchise value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustResidual Interest, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, until the Certificates are held by a Person other than the Depositor (ii) or, to the extent of a Class of Notes is recharacterized to be treated as equity for U.S. federal tax purposes), the Trust shall be disregarded as an entity separate from the Depositor and the Notes will be characterized as debt. At such time that the Certificates are held by more than one Person, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and any Notes recharacterized as trust equity for U.S. federal tax purposes, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless the certificates are held by more than one person or it is otherwise required by the appropriate tax authorities, the Trust shall will not file or cause to be filed annual or other necessary returns, reports and other forms consistent that are inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesan entity that is not separate from its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of Owner Trustee has filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations Holders. The Depositor hereby appoints the Administrators (as agents of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipIssuer Trust), with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment, provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the this Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right, power and authority to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Owner Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Owner Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal, state and local income and franchise tax purposes, the Owner Trust shall be treated (A) if it has one beneficial owner, as a non-domestic eligible entity and (B) if it has more than one beneficial owner, with a single owner electing to be disregarded as a partnershipseparate entity. It is the intention of the parties hereto that, an election to be treated as a REMIC (“REMIC”) for federal income tax purposes be made with respect to the Loans together with the assets proceeds of the partnership being Loans and the Receivables proceeds on deposit in the Custodial Accounts and other assets held by the TrustPayment Account. It is also the intention of the parties hereto that a second election to be treated as a REMIC be made with respect to the REMIC I Regular Interests (“REMIC II”). It is also the intention of the parties hereto that a third election to be treated as a REMIC be made with respect to the REMIC II Regular Interests (“REMIC III”). Notwithstanding the foregoing, Additional Balances comprising the Additional Balance Advance Amount shall not be an asset of REMIC I, REMIC II or REMIC III but shall be an asset of the Trust Fund. The Issuer will provide for the administration of REMIC I, REMIC II and REMIC III pursuant to Article XI of the Indenture. Pursuant to Section 11.01(d) of the Indenture, the partners REMIC Administrator will prepare, sign and file certain tax returns on behalf of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnershipREMICs. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Owner Trust shall will not file or cause to be filed annual or other necessary returns, reports and or other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesforms. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Owner Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are (a) to issue and sell Trust Securities and use the proceeds from such sale to acquire the Notes, (b) to enter into and perform its obligations under the Transaction Agreements (including, on the Stock Purchase Date, to acquire Preferred Stock pursuant to the Stock Purchase Contracts), (c) to hold the Notes and Qualifying Treasury Securities and the Deposit and pledge them to secure the Issuer Trust’s obligations under the Stock Purchase Contracts, (d) to maintain its status as one or more grantor trusts or agency arrangements and (e) to engage in those activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Issuer Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnershipSecurityholders. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee The Administrative Trustees shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute accordance with applicable law with respect to accomplishing the purposes of the Issuer Trust. The parties Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have caused the filing any of the Certificate duties and responsibilities of the Property Trustee or the Administrative Trustees, or any of the duties and responsibilities of the Issuer Trustees generally, set forth herein. The Delaware Trustee shall be one of the trustees of the Issuer Trust for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Statutory Trust Act. The duties of the Delaware Trustee shall be limited to (i) accepting legal process served on the Issuer Trust in the State of Delaware and (ii) the execution of any certificates required to be filed with the Delaware Secretary of StateState which the Delaware Trustee is required to execute under Section 3811 of the Delaware Statutory Trust Act. If it is determined To the extent that, contrary at law or in equity, the Delaware Trustee has duties (including fiduciary duties) and liabilities relating thereto to the intent of the parties hereto and the position of the CertificateholderIssuer Trust, the Trust has “gross receipts” for purposes of Depositor or the Margin TaxHolders, it is hereby understood and agreed by the intention of the other parties hereto that such duties and liabilities are replaced by the Trust be treated as a “passive entity” for purposes duties and liabilities of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing Delaware Trustee expressly set forth in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order Agreement. The Delaware Trustee shall have no liability for the Margin Tax to apply to acts or omissions of the Trustother Issuer Trustees or the Depositor.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention intent of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intent of the parties hereto that, solely for income income, franchise and franchise value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustCertificates, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a nonentity or partnership, and this Agreement shall be amended to include such provisions as a partnership for such tax purposesmay be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements or the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined thatTrust, contrary a qualification to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to State of Alabama, a sales finance company license in the contrary contained hereinstates of Pennsylvania or Maryland or any other similar license in any other state or jurisdiction, nothing in this Trust Agreement should be read to imply that the Trust if applicable, is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner exclusive purposes and functions of the Trust are (i) to issue and sell the Trust Securities, (ii) to use the proceeds from such sale to acquire the Subordinated Debentures, and (iii) to engage in only those other activities necessary, appropriate, convenient or incidental thereto. The Depositor hereby appoints each of the Bank, the Delaware Trustee, Sebaxxxxx Xxxxxxx, xxd Edrix X. Xxxxx, Xx., xx trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein. The Property Trustee hereby declares that it will hold the Owner Trust Estate in trust Property upon and subject to the conditions set forth herein subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnershipSecurityholders. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee The Trustees shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute accordance with applicable law with respect to accomplishing the purposes of the Trust. Except as may be required under the Delaware Business Trust Act, the Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the duties and responsibilities of any other Trustee set forth herein. The parties have caused Delaware Trustee shall be one of the filing Trustees for the sole and limited purpose of fulfilling the requirements of Section 3807(a) of the Delaware Business Trust Act. The Delaware Trustee, as the trustee under the Original Trust Agreement, has filed the Certificate of Trust of the Trust with the office of the Secretary of State. If it is determined that, contrary to the intent State of the parties State of Delaware, a copy of which is attached hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorExhibit A, and the Certificateholders by acceptance of a Certificate, agree that if it such filing is determined that, contrary to the intent of the parties hereto hereby confirmed and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction 2016-B Basic Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Delaware Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust Issuer shall be treated as either an entity that is disregarded as separate from the beneficial owner of the equity if there is only one Certificateholder, or as a partnership (Aother than an association or publicly traded partnership) if it has one beneficial owner, as a non-entity and (B) if it has there are two or more than one beneficial owner, as a partnershipCertificateholders, with the assets of the partnership being the Receivables ownership of the 2016-B Reference Pool represented by the 2016-B Exchange Note and other assets held by the TrustIssuer, the partners of the partnership being the Certificateholders and any holders of Notes that are required by the IRS to be treated as equity in the Issuer, and the remaining Notes constituting indebtedness of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership Issuer for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Delaware Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer as set forth in Section 2.03. The parties have caused the filing of Owner Trustee has filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and in the event the Issuer enters into a Currency Swap Agreement pursuant to Section 5.11 of the Sale and Servicing Agreement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity division or branch of the Person holding the beneficial ownership interests in the Trust for any period during which the beneficial ownership interests in the Trust are held by one Person, and (B) if that it has shall be treated as a partnership for any period during which the beneficial ownership interests in the Trust are held by more than one beneficial owner, as a partnershipPerson, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that for any such period, unless otherwise required by the appropriate tax authorities, the Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the such characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have At the direction of the Depositor, the Owner Trustee caused the filing of to be filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorAct, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that (i) this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for United States federal, state and local income and franchise tax purposes, the Trust Issuer shall be treated as a grantor trust for United States federal income tax purposes, with the assets of the Issuer constituting the Receivables and other assets held by the Issuer, and the Notes constituting non-recourse debt of the Certificateholder(s), provided that if it is successfully asserted by the appropriate tax authorities that the Issuer is not properly characterized as a grantor trust for United States federal income tax purposes, the Issuer shall be treated, for United States federal, state and local income and franchise tax purposes, as (A) a disregarded entity if it has there is only one beneficial ownerowner for United States federal income tax purposes of the Certificates and any Notes that are treated as equity in the Issuer, as a non-entity and or (B) a partnership (other than an association or publicly traded partnership taxable as a corporation) if it has there is more than one beneficial owner, owner for Xxxxxx Xxxxxx federal income tax purposes of the Certificates and any Notes that are treated as a partnershipequity for United States federal income tax purposes in the Issuer, with the assets of the partnership being the Receivables and other assets held by the TrustIssuer, the partners of the partnership being the Certificateholders and the holders of the Notes that are treated as equity in the Issuer for United States federal income tax purposes, and the remaining Notes constituting indebtedness of the partnership. Unless The parties hereto and each Certificateholder, by acceptance of a Certificate, agree to treat the Issuer in accordance with the intention that the Issuer be characterized as a grantor trust for United States federal income tax purposes and, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. In furtherance of the foregoing, (i) the purpose of the Issuer shall be to protect and conserve the assets of the Issuer, and the Issuer shall not at any time engage in or carry on any kind of business for United States federal income tax purposes or any kind of commercial activity and (ii) the Issuer and Owner Trustee (upon direction from the Certificateholders) (and any agent of either person) shall take, or refrain from taking, all such action as is necessary to maintain the status of the Issuer as a grantor trust for United States federal income tax purposes. Notwithstanding anything to the contrary in this Agreement or otherwise, neither the Issuer nor the Owner Trustee (nor any agent of either person) shall (1) acquire any assets or dispose of any portion of the Issuer other than pursuant to the specific provisions of this Agreement, (2) vary the investment of the Issuer within the meaning of Treasury Regulation section 301.7701-4(c) or (3) substitute new investments or reinvest so as to enable the Issuer to take advantage of variations in the market to improve the investment of any Certificateholder. The provisions of this Trust Agreement shall be interpreted consistently with and to further this intention of the parties. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary tax returns, reports and other forms consistent with the foregoing characterization of the Trust either Issuer for United States federal, state and local income and franchise tax purposes. No election will be made by or on behalf of the Issuer to be classified as an association taxable as a nonentity or as a partnership corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Issuer Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the Junior Subordinated Debentures, and (b) engage in only those other activities necessary or incidental thereto. The Depositor hereby appoints the Issuer Trustees as trustees of the Issuer Trust, to have all the rights, powers and duties to the extent set forth herein, and the Issuer Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Issuer Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Issuer Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment, provided, however, that it is determined that, contrary to the intent of the parties hereto that such Administrators shall not be trustees or fiduciaries with respect to the Issuer Trust and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust this Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Property Trustee shall have the right and power to grantor trusts and real estate mortgage investment conduits as defined by Section 860D perform those duties assigned to the Administrators. The Delaware Trustee shall not be entitled to exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Issuer Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Transaction‌‌ Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for United States federal income or state and local income, franchise and value added tax purposes, so long as there is a single beneficial owner of the Trust shall Certificates, the Issuer will be treated (A) if it has one disregarded as an entity separate from such beneficial owner, as a non-entity and (B) if it in the event the Issuer has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trustowner for United States federal income tax purposes, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or Issuer as a partnership (that is not treated as a publicly traded partnership) and the Notes will be characterized as debt. The parties agree, unless otherwise required by appropriate taxing authorities or by law, not to take any action or, direct any other party to take any action, inconsistent therewith, including, but not limited to, modifying, or directing any other party to modify, the terms of a Receivable unless the modification is a Permitted Modification. No election will be made by or on behalf of the Issuer to be classified as an association taxable as a corporation for such United States federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and and, to the extent not inconsistent herewith, in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. It is the intention of the parties hereto that except as expressly stated herein, the affairs of the Trust shall be managed by the Administrator pursuant to the Administration Agreement. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that (i) the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in Bankruptcy Code and (ii) the Issuer be and remain a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by separate legal entity under Delaware law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for U.S. federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables Exchange Note and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers powers, authority and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements, the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the CertificateholderTrust, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as or a “passive entity” for purposes of the Margin Tax, formed qualification to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary do business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust States of Alabama and Delaware is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Eligible Lender Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction other Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory business trust under the Statutory Trust Statute Delaware law and that this Trust Agreement constitute the governing instrument of such statutory trust. If for any reason it is determined that the Trust does not qualify as a business trust and (ii) under Delaware law, it shall be a trust, nonetheless, under the common law of Delaware. It is the intention of the parties hereto that, solely for income federal, state and local income, franchise and similar tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables Financed Student Loans and other assets held by the Trust, the partners of the partnership being the Depositor and the Certificateholders and the Notes constituting indebtedness being nonrecourse debt of the partnershippartnership (or, alternatively, that the Trust shall be disregarded as an entity separate from the Depositor, with the assets held by the Trust being treated as assets of the Depositor and the Notes and the Certificates being treated as nonrecourse debt of the Depositor). Unless The parties agree that, unless otherwise required by the appropriate federal, state or local tax authorities, authorities or unless the Trust is disregarded as an entity separate from the Depositor for income and franchise tax purposes, they shall treat the Trust as a partnership for income and franchise tax purposes, and the Administrator will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Furthermore, the Depositor will not make, or cause to be made, an election under the provisions of Treasury Regulation Section 301.7701-3 to classify the Trust as an association and shall take, or cause to be taken, necessary and appropriate actions consistent with carrying out the intent of this Section 2.6. Effective as of the date hereof, the Owner Eligible Lender Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction 2023-A Basic Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Delaware Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust Issuer shall be treated as either an entity that is disregarded as separate from the beneficial owner of the equity if there is only one Certificateholder, or as a partnership (Aother than an association or publicly traded partnership) if it has one beneficial owner, as a non-entity and (B) if it has there are two or more than one beneficial owner, as a partnershipCertificateholders, with the assets of the partnership being the Receivables ownership of the 2023-A Reference Pool represented by the 2023-A Exchange Note and other assets held by the TrustIssuer, the partners of the partnership being the Certificateholders and any holders of Notes that are required by the IRS to be treated as equity in the Issuer, and the remaining Notes constituting indebtedness of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership Issuer for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Delaware Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer as set forth in Section 2.03. The parties have caused the filing of Owner Trustee has filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Transaction Program Documents. It is the intention of the parties hereto that (i) the Securitization Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (a) so long as the Trust Certificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity from the Trust Certificateholder, with the assets of the Securitization Trust being the 2016-3 Exchange Note and other assets held by the Securitization Trust, the 2016-3 Exchange Note and other assets held by the Securitization Trust being owned by the sole Trust Certificateholder (Aor if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and (b) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerTrust Certificateholder, the Securitization Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables 2016-3 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Securitization Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Securitization Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers authority and duties authorization set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Securitization Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, until the Certificates are held by a Person other than the Depositor (ii) or, to the extent a Class of Notes is recharacterized to be treated as equity for U.S. federal tax purposes), the Trust shall be disregarded as an entity separate from the Depositor and the Notes will be characterized as debt. At such time that the Certificates are held by more than one Person, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and any Notes recharacterized as trust equity for U.S. federal tax purposes, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless the certificates are held by more than one person or it is otherwise required by the appropriate tax authorities, the Trust shall will not file or cause to be filed annual or other necessary returns, reports and other forms consistent that are inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesan entity that is not separate from its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of Owner Trustee has filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to Section 8.16 of the 2011-A Servicing Supplement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the (NALT 2011-A Amended and Restated Trust Agreement) Issuing Entity under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute Issuing Entity constitutes a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute constitutes the governing instrument of such statutory trust and (ii) trust. Consistent with Section 11.01, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust Issuing Entity shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file division or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization branch of the Trust either as a nonentity or as a partnership for such tax purposesCertificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in under Delaware law for the Statutory Trust Statute with respect purpose and to accomplishing the purposes extent necessary to accomplish the purpose of the TrustIssuing Entity as set forth in Sections 2.03(a) and 2.03(b). The parties have At the direction of the Depositor, the Owner Trustee caused the filing of to be filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorStatute, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Transaction Program Documents. It is the intention of the parties hereto that (i) the Securitization Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (a) so long as the Trust Certificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity from the Trust Certificateholder, with the assets of the Securitization Trust being the 2015-1 Exchange Note and other assets held by the Securitization Trust, the 2015-1 Exchange Note and other assets held by the Securitization Trust being owned by the sole Trust Certificateholder (Aor if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and (b) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerTrust Certificateholder, the Securitization Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables 2015-1 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Securitization Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Securitization Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers authority and duties authorization set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Securitization Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust. The Trust is not intended to be a business trust and (iiwithin the meaning of Section 101(9)(A)(v) of the Bankruptcy Code. It is also the intention of the parties hereto that, solely for Federal, state and local income and franchise tax purposes, on and after the Closing Date, (a) so long as the Trust has only one Certificateholder, the Trust shall be treated (A) if it has one beneficial owner, disregarded as a non-separate entity and (Bb) if it at such time as the Trust has more than one beneficial ownerCertificateholder, the Trust will be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders Certificateholders, and the Notes constituting indebtedness being non-recourse debt of the partnership. Unless The Depositor (and any future Certificateholder by the purchase of the Trust Certificate will be deemed to have agreed) and the Owner Trustee agree to take no action inconsistent with such tax treatment. The Trust shall not elect to be treated as an association under Treasury Regulations Section 301.7701-3(a). The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall sole Certificateholder or the Trust, as applicable, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee Trustee, shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused Any action taken on behalf of the Trust prior to the date hereof with respect to the filing of financing statements or the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trusthereby ratified.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal income or state and local income, franchise and value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustResidual Interest, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership for (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such tax purposesprovisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein to the extent not inconsistent herewith, and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust and the Certificate of Amendment with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filings being hereby ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Delaware Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust Issuer shall be treated (A) as a fixed investment trust or grantor trust or, if it has not so treated and there is only one beneficial ownerowner of the equity in the Issuer, as a non-an entity and (B) if it has more than one beneficial that is disregarded as separate from such owner. If, however, the Issuer is not treated as a fixed investment trust or a grantor trust for such purposes, and there are two or more beneficial owners of the equity in the Issuer, the Issuer shall be treated as a partnership (other than an association or publicly traded partnership) for purposes of United States federal income, State and local income and franchise tax and any other income taxes, if there are two or more such owners, with the assets of the partnership being the Receivables and other assets held by the TrustIssuer, the partners of the partnership being the Certificateholders and any holders of Notes that are required by the IRS to be treated as equity in the Issuer, and the remaining Notes constituting indebtedness of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership Issuer for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Delaware Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer as set forth in Section 2.03(a). The parties have caused the filing of Owner Trustee has filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Transaction Program Documents. It is the intention of the parties hereto that (i) the Securitization Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (a) so long as the Trust Certificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity from the Trust Certificateholder, with the assets of the Securitization Trust being the 2015-2 Exchange Note and other assets held by the Securitization Trust, the 2015-2 Exchange Note and other assets held by the Securitization Trust being owned by the sole Trust Certificateholder (Aor if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and (b) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerTrust Certificateholder, the Securitization Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables 2015-2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Securitization Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Securitization Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers authority and duties authorization set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Securitization Trust.

Declaration of Trust. The Owner exclusive purposes and functions of the Trust are to (a) issue and sell Trust Securities and use the proceeds from such sale to acquire the [Subordinated] Debt Securities, and (b) engage in only those other activities necessary, convenient or incidental thereto. The Depositor hereby appoints the Trustees as trustees of the Trust, to have all the rights, powers and duties to the extent set forth herein, and the Trustees hereby accept such appointment. The Property Trustee hereby declares that it will hold the Owner Trust Estate Property in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to Trust and the obligations of Holders. The Depositor hereby appoints the Trust under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnershipAdministrators, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have Administrators having all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused , and the filing of the Certificate of Trust with the Secretary of State. If Administrators hereby accept such appointment; provided, however, that it is determined that, contrary to the intent of the parties hereto and that such Administrators shall not be trustees or, to the position of the Certificateholderfullest extent permitted by law, fiduciaries with respect to the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the and this Trust Agreement shall be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions construed in a manner similar consistent with such intent. The Delaware Trustee shall not be entitled to grantor trusts and real estate mortgage investment conduits as defined by Section 860D exercise any powers, nor shall the Delaware Trustee have any of the Codeduties and responsibilities, of the Property Trustee or the Administrators set forth herein. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent Delaware Trustee shall be one of the parties hereto and the position trustees of the Certificateholder, Trust for the Trust has “gross receipts” for purposes sole and limited purpose of fulfilling the requirements of Section 3807 of the Margin Tax, they will, unless otherwise Delaware Business Trust Act and for taking such actions as are required to be taken by law, treat a Delaware trustee under the Delaware Business Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustAct.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersResidual Interestholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for federal income or state and local income, franchise and value added tax purposes, the Trust shall be treated (A) if it has one so long as there is a single beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets owner of the partnership being the Receivables and other assets held by the TrustResidual Interest, the partners of the partnership being the Certificateholders Issuer will be disregarded as an entity separate from such beneficial owner and the Notes constituting indebtedness of the partnershipwill be characterized as debt. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will not file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity or an entity separate from its owner. In the event that the Issuer is deemed to have more than one beneficial owner for federal income tax purposes, the Issuer will file returns, reports and other forms consistent with the characterization of the Issuer as a partnership for (that is not treated as a publicly traded partnership), and this Agreement shall be amended to include such tax purposesprovisions as may be required under Subchapter K of the Internal Revenue Code of 1986, as amended. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein to the extent not inconsistent herewith, and in the Statutory Trust Statute with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee has heretofore filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Statute, such filing hereby being ratified and approved in all respects. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Statute to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Bankruptcy Code. The Depositor, 3 Second Amended and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.Restated

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the CertificateholdersCertificateholder, subject to the obligations of the Trust Issuer under the Transaction Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, solely for federal, state and local income, franchise and value added tax purposes: (1) if there is one beneficial owner of the Certificates, the Issuer shall be treated as a disregarded entity, and (ii2) solely if there is more than one beneficial owner of the Certificates, the Issuer shall be treated as a partnership for income and franchise tax purposes, the Trust shall be treated with (Ai) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the TrustIssuer, (ii) the partners of the partnership being the Certificateholders and (iii) the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, or provided herein, the Trust shall Issuer will not file or cause to be filed annual or other necessary tax returns, reports and other forms inconsistent with the characterization of the Issuer as a disregarded entity for federal, state and local income, franchise and value added tax purposes. In the event that the Issuer has or is deemed to have more than one beneficial owner for federal income tax purposes (i.e., there is more than one beneficial owner of the Certificates for federal income tax purposes), the Issuer will file returns, reports and other forms consistent with the characterization of the Trust either Issuer as a nonentity partnership, and this Agreement shall be amended to include such provisions as may be required under Subchapter K of the Code. For avoidance of doubt, no election will be made by or on behalf of the Issuer to be classified as an association taxable as a partnership corporation, for such federal income tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer. The parties have caused the filing of Owner Trustee filed the Certificate of Trust with the Secretary of StateState of the State of Delaware as required by Section 3810(a) of the Statutory Trust Act. If it is determined that, contrary Notwithstanding anything herein or in the Statutory Trust Act to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Taxcontrary, it is the intention of the parties hereto that the Trust be treated as Issuer constitute a “passive entitybusiness trust” for purposes within the meaning of Section 101(9)(A)(v) of the Margin TaxBankruptcy Code. For each taxable year of the Issuer, formed pursuant to hold assets to facilitate securitization transactions in a manner similar to grantor trusts Sections 7704(c) and real estate mortgage investment conduits as defined by Section 860D 7704(a) of the Code. The Depositor, the principal activity of the Issuer will consist of purchasing and holding receivables and issuing and paying notes, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent at least 90% of the parties hereto and the position Issuer’s gross income for each taxable year of the Certificateholder, the Trust has Issuer will constitute “gross receiptsqualifying income” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as under such terms are used Code provisions in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustform of interest and gains from such receivables and other qualifying income.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate Estate, and if the Issuer enters into a Currency Swap Agreement pursuant to Section 8.16 of the 2011-B Servicing Supplement, any such Currency Swap Agreement and payments made by any such Currency Swap Counterparty, in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Owner Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Trust Certificateholders, who are intended to be “beneficial owners” within the meaning of the Statutory Trust Statute, subject to the Lien of the Indenture Trustee and the obligations of the (NALT 2011-B Amended and Restated Trust Agreement) Issuing Entity under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute Issuing Entity constitutes a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute constitutes the governing instrument of such statutory trust and (ii) trust. Consistent with Section 11.01, it is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust Issuing Entity shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file division or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization branch of the Trust either as a nonentity or as a partnership for such tax purposesCertificateholder. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in to the extent not inconsistent herewith, under the Statutory Trust Statute with respect for the purpose and to accomplishing the purposes extent necessary to accomplish the purpose of the TrustIssuing Entity as set forth in Sections 2.03(a) and 2.03(b). The parties have At the direction of the Depositor, the Owner Trustee caused the filing of to be filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary pursuant to the intent of the parties hereto and the position of the Certificateholder, the Statutory Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The DepositorStatute, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary Owner Trustee shall file or cause to be filed such amendments thereto as shall be necessary or appropriate to satisfy the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of this Agreement and as shall be consistent with the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trustprovisions hereof.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions and obligations set forth herein and in the Pooling and Servicing Agreement for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory business trust under the Statutory Business Trust Statute and Statute, that this Trust Agreement constitute the governing instrument of such statutory business trust and (ii) that the Certificates represent the equity interests therein. The rights of the Certificateholders shall be determined as set forth herein and in the Business Trust Statute and the relationship between the parties hereto created by this Agreement shall not constitute indebtedness for any purpose. It is the intention of the parties hereto that, solely for purposes of federal income taxes, state and local income and franchise tax purposestaxes, and any other taxes imposed upon, measured by, or based upon gross or net income, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets division or branch of the partnership being the Receivables and other assets held by the TrustSeller. The parties agree that, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity division or as a partnership branch of the Seller for such tax purposes; provided, however, that until the Seller receives a ruling from the Illinois Department of Revenue or an opinion of counsel reasonably acceptable to the Owner Trustee that the Trust will be treated as a branch or division of the Seller for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, for purposes of the Illinois Income Tax Act and the Illinois Personal Property Tax Replacement Tax Act, the Seller will (i) include the taxable income of the Trust in the combined tax return filed by the combined group that includes the Seller, (ii) take all steps necessary to treat the Trust as a member of the same combined group of which the Seller is a member and (iii) provide information to the Owner Trustee to confirm that the actions required by clauses (i) and (ii) have been effected. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein in this Agreement, the Pooling and in Servicing Agreement and the Statutory Business Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. Transfer of Mortgages; Assignment of Principal and Interest and Acceptance of Beneficial Interests. (a) The Owner Depositor, by delivering any Mortgages pursuant to this Agreement, unconditionally, absolutely and irrevocably hereby transfers, assigns, sets over and otherwise conveys to the Trustee, on behalf of the related Holders, all of the Depositor’s right, title and interest in and to such Mortgages, including all payments of principal and interest thereon received after the month in which the Issue Date occurs. Once Mortgages have been identified as being part of a related Pool for which at least one Security has been issued, they shall remain in that Pool unless removed in a manner consistent with this Agreement. Concurrently with the Depositor’s transferring, assigning, setting over and otherwise conveying the Mortgages to the Trustee for a Pool, the Trustee hereby declares accepts the Mortgages so conveyed and acknowledges that it will hold holds the Owner Trust Estate entire corpus of each Pool in trust upon and subject to the conditions set forth herein for the use and exclusive benefit of the Certificateholdersrelated Holders and shall deliver to, subject or on the order of, the Depositor, the Securities issued by such Pool. The Administrator agrees to administer the related Pool and such Securities in accordance with the terms of this Agreement. On the related Issue Date and upon payment to the obligations Depositor for any such Security by a Holder, such Holder shall, by virtue thereof, acknowledge, accept and agree to be bound by all of the Trust terms and conditions of this Agreement. The Trustee shall make an election under the Transaction Documents. It is the intention Section 860D of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated Code as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D conduit” (“REMIC”) with respect to beneficial interests in principal and interest payments on all or a portion of the Codeassets comprising each Pool, except as indicated in the Offering Circular. The DepositorWith respect to any such REMIC election and the assets subject to such REMIC election, the Trustee shall take any action, or cause each Pool with beneficial interests in principal and interest payments with respect to such Pool subject to such REMIC election to take any action, necessary or appropriate to establish and maintain the REMIC status of any assets with respect to which such REMIC election is made. A Pool Supplement shall evidence the establishment of a particular Pool and shall relate to specific Securities representing the entire beneficial ownership interests in such Pool. If for any reason the creation of a Pool Supplement is delayed, Freddie Mac shall create one as soon as practicable, and such delay shall not affect the Certificateholders by acceptance validity and existence of the Pool or the related Securities. With respect to each Pool, the collective terms hereof and of the related Pool Supplement shall govern the issuance and administration of the Securities related to such Pool, and all matters related thereto, and shall have no applicability to any other Pool or Securities. As applied to each Pool, the collective terms hereof and of the related Pool Supplement shall constitute an agreement as if the collective terms of those instruments were set forth in a single instrument. In the event of a Certificateconflict between the terms hereof and the terms of a Pool Supplement for a Pool, agree that if it is determined that, contrary to the intent terms of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action Pool Supplement shall control with respect to include the Trust as part of that Pool. A Pool Supplement is not considered an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything amendment to the contrary contained herein, nothing in this Trust Agreement should be read requiring approval pursuant to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustSection 7.05.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Trust Certificateholders, subject to the obligations of the Securitization Trust under the Transaction Program Documents. It is the intention of the parties hereto that (i) the Securitization Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, (a) so long as the Trust Certificates are held by a single owner (which Person is also the recipient of any Available Funds distributed pursuant to Section 8.3(a)(xviii) of the Indenture), the Securitization Trust shall be treated as a security arrangement or otherwise disregarded as a separate entity from the Trust Certificateholder, with the assets of the Securitization Trust being the 2016-2 Exchange Note and other assets held by the Securitization Trust, the 2016-2 Exchange Note and other assets held by the Securitization Trust being owned by the sole Trust Certificateholder (Aor if it is a disregarded entity, the entity with respect to which it is disregarded) and the Notes being non-recourse debt of the sole Trust Certificateholder (or if it is a disregarded entity, the entity with respect to which it is disregarded), and (b) if it has one beneficial owner, as a non-entity and (B) if it has there is more than one beneficial ownerTrust Certificateholder, the Securitization Trust shall be treated as a partnershippartnership for income and franchise tax purposes, with the assets of the partnership being the Receivables 2016-2 Exchange Note and other assets held by the Securitization Trust, the partners of the partnership being the Trust Certificateholders and the Notes constituting indebtedness being debt of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Securitization Trust shall will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Securitization Trust either as a nonentity or as a partnership provided in the preceding sentence for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers authority and duties authorization set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Securitization Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, until the Trust Certificates are beneficially owned by more than one Person (iiand all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) solely and the Notes will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), it is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesdisregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of 3 (2018-A Amended and Restated Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin TaxAgreement). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust trust. It is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, until the Trust Certificates are beneficially owned by more than one Person (iiand all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust will be disregarded as an entity separate from the Depositor (or another Person that beneficially owns all of the Trust Certificates) solely and the Notes will be characterized as debt. At such time that the Trust Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), it is the intention of the parties hereto that, for U.S. federal income and state and local income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership partnership, being the Certificateholders Certificateholders, and the Notes constituting indebtedness being debt of the partnership. Unless The Depositor and the Certificateholders by acceptance of a Trust Certificate agree to such treatment and agree to take no action inconsistent with such treatment. The parties agree that, unless otherwise required by the appropriate tax authorities, until the Trust shall Certificates are beneficially owned by more than one Person (and all such owners are not treated as the same Person for U.S. federal income tax purposes), the Trust will not file or cause to be filed annual or other necessary tax returns, reports and other forms consistent inconsistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposesdisregarded entity of its owner. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute Act with respect to accomplishing the purposes of the Trust. The parties have caused the filing of the Certificate of 3 (2020-C Amended and Restated Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin TaxAgreement). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust Issuer under the Transaction 2019-B Basic Documents. It is the intention of the parties hereto that (i) the Trust Issuer constitute a statutory trust under the Delaware Statutory Trust Statute Act and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust Issuer shall be treated as either an entity that is disregarded as separate from the beneficial owner of the equity if there is only one Certificateholder, or as a partnership (Aother than an association or publicly traded partnership) if it has one beneficial owner, as a non-entity and (B) if it has there are two or more than one beneficial owner, as a partnershipCertificateholders, with the assets of the partnership being the Receivables ownership of the 2019-B Reference Pool represented by the 2019-B Exchange Note and other assets held by the TrustIssuer, the partners of the partnership being the Certificateholders and any holders of Notes that are required by the IRS to be treated as equity in the Issuer, and the remaining Notes constituting indebtedness of the partnership. Unless The parties agree that, unless otherwise required by the appropriate tax authorities, the Trust shall Issuer will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the foregoing characterization of the Trust either as a nonentity or as a partnership Issuer for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all the rights, powers and duties set forth herein and in the Delaware Statutory Trust Statute Act with respect to accomplishing the purposes of the TrustIssuer as set forth in Section 2.03. The parties have caused the filing of Owner Trustee has filed the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, it is the intention of the parties hereto that the Trust be treated as a “passive entity” for purposes of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositor, and the Certificateholders by acceptance of a Certificate, agree that if it is determined that, contrary to the intent of the parties hereto and the position of the Certificateholder, the Trust has “gross receipts” for purposes of the Margin Tax, they will, unless otherwise required by law, treat the Trust as a “passive entity” for purposes of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the Trust.

Declaration of Trust. The Owner Trustee hereby declares that it will shall hold the Owner Trust Estate in trust upon and subject to the conditions set forth herein for the use and benefit of the Certificateholders, subject to the obligations of the Trust under the Transaction Basic Documents. It is the intention of the parties hereto that (i) the Trust constitute a statutory trust under the Statutory Trust Statute and that this Trust Agreement constitute the governing instrument of such statutory trust and (ii) solely for income and franchise tax purposes, the Trust shall be treated (A) if it has one beneficial owner, as a non-entity and (B) if it has more than one beneficial owner, as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust, the partners of the partnership being the Certificateholders and the Notes constituting indebtedness of the partnership. Unless otherwise required by the appropriate tax authorities, the Trust shall file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust either as a nonentity or as a partnership for such tax purposestrust. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Statutory Trust Statute with respect to accomplishing the purposes of the Trust. The parties have caused It is the filing of the Certificate of Trust with the Secretary of State. If it is determined that, contrary to the intent intention of the parties hereto that, solely for federal, state and the position of the Certificateholderlocal income and franchise tax purposes, the Trust has “gross receipts” for purposes shall be treated as a disregarded entity while it is wholly owned by a single person or entity, with the Home Equity Loans being treated as assets of the Margin Taxsingle person or entity, it and the Notes being debt of the entity and the provisions of this Trust Agreement shall be interpreted to further this intention. It is the intention of the parties hereto that solely for federal, state and local income and franchise tax purposes, for so long as 100% of the Class SB Certificates are held by a single person or entity, the Trust shall be treated as a “passive disregarded entity” for purposes , with the Trust Estate being treated as assets of the Margin Tax, formed to hold assets to facilitate securitization transactions in a manner similar to grantor trusts and real estate mortgage investment conduits as defined by Section 860D of the Code. The Depositorsingle person or entity, and the Certificateholders by acceptance Notes being treated as debt of a Certificatethe entity, agree that if and the provisions of this Trust Agreement shall be interpreted to further this intention. If more than one person owns the Class SB Certificates, then it is determined that, contrary to the intent intention of the parties hereto hereto, that solely for federal, state and local income and franchise tax purposes the Owner Trust shall be treated as a partnership, with the assets of the partnership being the Trust Estate, the partners of the partnership being the Holders of the Certificates and the position Notes being debt of the Certificateholder, partnership and the provisions of this Trust has “gross receipts” for purposes of the Margin Tax, they willAgreement shall be interpreted to further this intention. The parties agree that, unless otherwise required by lawappropriate tax authorities, treat the Owner Trustee will file or cause to be filed annual or other necessary returns, reports and other forms as provided by the original Certificateholder consistent with the characterization of the Trust as an entity wholly owned by the Depositor or an affiliate thereof, or if two or more persons own the Certificates, as a “passive entity” partnership for such tax purposes and as provided by such holders of the Margin Tax and will not, unless otherwise required by law, take any action to include the Trust as part of an affiliated group engaged in a unitary business (as such terms are used in the Margin Tax). Notwithstanding anything to the contrary contained herein, nothing in this Trust Agreement should be read to imply that the Trust is doing business in Texas or has sufficient nexus with Texas in order for the Margin Tax to apply to the TrustCertificates.