Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificate; (b) to acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage solely in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture Indenture, and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and upon the Certificatewritten order of the Depositor; (bii) to acquire enter into and perform its obligations under any interest rate protection agreement or agreements between the property Trust and assets set forth in one or more counterparties, including any confirmations evidencing the Deposit transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (iii) with the proceeds of the sale of the Notes to fund the Reserve Account, the Pre-Funding Account, the Negative Carry Account and Administration Agreement from the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the terms thereof, Sale and Servicing Agreement; (iv) to make payments or pay interest on and principal of the Notes and distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (cv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140In addition, notwithstanding anything to the contrary herein or in any other Basic Document, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and not take any successor rule thereto and action (bi) inconsistent with the power and authority derecognition of the Owner Receivables under GAAP or (ii) that would cause the Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 to become a member of SFAS 140MMCA's consolidated group under GAAP.

Purposes and Powers. (a) The sole purpose of the Owner Trust isis to manage the Trust Assets, and collect and disburse the Owner Trust shall have periodic income therefrom for the power use and authority benefit of the Equity Certificateholder, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Equity Certificate pursuant to this Agreement, and to sell, transfer or exchange ; (ii) with the proceeds of the sale of the Notes and the Trust Certificate, to purchase the Contracts and other Trust Assets, organizational, start-up and transactional expenses of the Trust (to the extent not paid by the Trust Depositor or the Servicer or Administrator); and to pay the balance to the Owner from time to time pursuant to the Pooling Agreement; (biii) to acquire acquire, hold, manage, distribute, dispose of, release or convey, to or at the property and assets set forth in direction of the Deposit and Administration Agreement from the Depositor Owner pursuant to the terms thereofPooling Agreement, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from Assets in the Lien of, manner described in and remitted pursuant to the Owner Trust pursuant to, the IndenturePooling Agreement; (div) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Assets and the making of distributions to the Certificateholder Owner and the Noteholders, which . (b) The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust. The Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in this Section 2.03. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Assets, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated set forth in this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 1402.03.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and and, if so requested by the Certificate Residual Interestholder, to issue the Certificates, pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and other accounts established under the IndenturePre-Funding Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder and the Noteholders, which . The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer. Neither the Owner Trustee, Issuer nor the Owner Trust, Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Issuer is to conserve the Trust isEstate in accordance with the Transaction Documents, and to maximize the Owner Trust shall have economic return to the power and authority Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has, and the Delaware Trustee and the Administrator on behalf of the Issuer have, full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and to sell the Certificate Notes to the Initial Purchasers; (ii) to issue the Certificates, the X-IO Interest and the UT Interest pursuant to this AgreementAgreement and deliver each of them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sellconsummate the transactions contemplated thereby or hereby, transfer and such execution, delivery, performance and consummation thereof by or exchange on behalf of the Notes Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the CertificateNote Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary including entering into agreements with financial advisors and other professionals with respect to matters involving the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and Certificateholders. (b) The Issuer is hereby authorized to engage in the Noteholders, which activities canforegoing activities. The Issuer will not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes Notwithstanding anything contained herein to the contrary, no Person acting on behalf of SFAS 140the Issuer will have the authority to consummate any act that would result in an Adverse REMIC Event. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the parties hereto intend Issuer may not (I) issue debt or obligations other than the Notes, (II) issue equity interests other than the Certificates, the X-IO Interest and the UT Interest, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (a1) year of the Owner date of the investment (but no later than the anticipated date of distribution), unless the Trustor provides an Opinion of Counsel to the Issuer, the Delaware Trustee, the Administrator and the Certificate Paying Agent stating that such issuance of debt or obligations or acquisition of assets will not result in an Adverse REMIC Event. (d) The Trust shall Estate may not inure to the benefit of any Person other than the Indenture Trustee, the X-IO Interestholder, the UT Interestholder and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be treated expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder (collectively, the "Act"), or take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a "qualifying special purpose entity" commodity pool operator under the Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as such term is used defined in SFAS 140 Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any successor rule thereto and (bclaim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) the power and authority in connection with any breach of the Owner foregoing, or as a result of the assets of the Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140being subject to regulation under the Commodity Exchange Act.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Trustee shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and and, if so requested by the Certificate Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and other accounts established under the IndenturePre-Funding Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder and the Noteholders, which . The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer. Neither the Owner Trustee, Issuer nor the Owner Trust, Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust Trustee shall have the power and authority authority, on behalf of the Owner Trust to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificate; (b) to acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and Certificate, to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Owner Trustee, which activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoTrust, is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2016-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2016-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2016-B Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2016-B Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2016-B Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2016-B Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust Trustee shall have the power and authority authority, on behalf of the Owner Trust to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificate; (b) to acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders. The Owner Trustee, which activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoTrust, is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage solely in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and upon the Certificatewritten order of the Depositor; (bii) to acquire use the property proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Trust and Administration Agreement from to pay the balance to the Depositor pursuant to the terms thereof, Sale and Servicing Agreement; (iii) to make payments or distributions pay interest on and principal of the Notes and to pay Excess Collections to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificateholders; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and; (fvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders, the Swap Counterparty and the Noteholders, which activities canCertificateholders; and (viii) to enter into interest rate swaps in connection with the Notes. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage solely in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture Indenture, and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and upon the Certificatewritten order of the Depositor; (bii) to acquire enter into and perform its obligations under any interest rate protection agreement or agreements between the property Trust and assets set forth in one or more counterparties, including any confirmations evidencing the Deposit transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (iii) with the proceeds of the sale of the Notes to fund the Reserve Account and Administration Agreement from the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the terms thereof, Sale and Servicing Agreement; (iv) to make payments or pay interest on and principal of the Notes and distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (cv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140In addition, notwithstanding anything to the contrary herein or in any other Basic Document, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and not take any successor rule thereto and action (bi) inconsistent with the power and authority derecognition of the Owner Receivables under GAAP or (ii) that would cause the Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 to become a member of SFAS 140MMCA's consolidated group under GAAP.

Purposes and Powers. (a) The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority to engage in in, the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange convey and deliver the Notes and the CertificateCertificates upon the written order of the Depositor; (bii) to acquire the property and assets set forth in the Deposit and Administration Agreement from permit the Depositor to use, or to use, at the direction of the Depositor, the proceeds of the sale of the Notes to (A) purchase the Receivables to be acquired on the Closing Date, (B) fund the Reserve Fund with an amount equal to the Reserve Fund Deposit, (C) pay the organizational, start-up and transactional expenses of the Issuer and (D) to pay the balance to the Depositor (or to permit the Depositor to retain the balance, as applicable) pursuant to the terms thereof, Sale and Servicing Agreement; (iii) to make payments or distributions pay interest on and principal of the Notes and to the Certificate Noteholders and to make deposits cause any Excess Collections to and withdrawals from be paid to the Reserve Account and other accounts established under Certificateholders or otherwise in accordance with the Indenture; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the NoteholdersCertificateholders. (b) The Issuer may, which activities canat its discretion, actively invest in United States treasury securities for the purpose of realizing a gain on such investments; provided, however, that (i) the Issuer may not invest more than $100,000 in such securities and (ii) the funds used to purchase such securities must not be contrary subject to the status Lien of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIndenture. (c) The Issuer is hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, The Issuer shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and and, if so requested by the Certificate Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and other accounts established under the IndenturePre-Funding Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder and the Noteholders, which . The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer. Neither the Owner Trustee, Issuer nor the Owner Trust, Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and and, if so requested by the Certificate Residual Interestholder, to issue the Certificates, pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificates and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and other accounts established under the IndenturePre-Funding Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder and the Noteholders, which . The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer. Neither the Owner Trustee, Issuer nor the Owner Trust, Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2010-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (b) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and Certificates, to make deposits to and to the extent permitted under the Basic Documents withdrawals from the Reserve Account and other accounts established under this Agreement and the IndentureSale and Servicing Agreement; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and 140, any successor rule theretothereto and existing accounting literature; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and 140, any successor rule theretothereto and existing accounting literature. Neither Issuer is hereby authorized to engage in the Owner Trustee, nor the Owner Trust, foregoing activities. Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes Without limitation of SFAS 140the foregoing, the parties hereto intend that except for such activities as are referenced in paragraphs (a) through (f) of this Section 2.3, the Owner Trust shall be treated as a "qualifying special purpose entity" as such term Issuer is used in SFAS 140 not authorized and any successor rule thereto and has no power to (a) borrow money or issue other debt; (b) to the power and authority fullest extent permitted by law, merge with another entity, reorganize, liquidate or sell assets prior to the discharge of the Owner Trust as stated this Section 2.3 shall be limited Indenture; or (c) engage in accordance with paragraph 35 of SFAS 140any other business or activities.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner ------------------- Trust shall have the power and authority authority, to engage solely in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and the CertificateCertificates upon the written order of the Depositor; (bii) to acquire use the property proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Account, to pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Trust and Administration Agreement from to pay the Depositor balance to the Seller, as holder of the Residual Interest, pursuant to the terms thereof, Sale and Servicing Agreement; (iii) to make payments or distributions pay interest on and principal of the Notes and the Certificate Certificates and Excess Collections to make deposits to and withdrawals from the Reserve Account and other accounts established under Seller, as holder of the IndentureResidual Interest; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (a) to issue issue, from time to time, the Notes in the name of the Owner Trust pursuant to the Indenture and a supplement thereto, and the Trust Certificate pursuant to this Trust Agreement, and to sell, transfer or exchange sell the Notes in one or more transactions, and the Certificatemaking payments and distributions thereon; (b) to acquire deposit and apply the property and assets set forth in proceeds of the Deposit and Administration Agreement from sale of the Depositor Notes pursuant to the terms thereofIndenture and any other applicable Supplemental Indenture, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indentureas specified therein; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit and Administration this Trust Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to acquire, hold and administer Financed Student Loans and other assets of the Trust Estate and the proceeds therefrom; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a partyparty and derivative and credit support agreements; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canEstate. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents. For purposes In no event shall the Delaware Trustee or any other Person have any power to (i) vary the investment of SFAS 140the Certificateholders in the Trust Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of the Certificateholders in the Trust Certificates; or (ii) agree to any change in the terms of a Financed Student Loan that would be a "significant modification" within the meaning of § 1.1001-3 of the Treasury Regulations (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (A) not cause the Trust Certificates to be treated other than as set forth in Section 2.06 hereof for federal and relevant state tax purposes; (B) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes; and (C) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the parties hereto intend that (a) Holders of the Owner Notes, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file any documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming such treatment of the Trust and as shall be treated as a "qualifying special purpose entity" as such term is used presented to the Trustee in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140final form for execution.

Purposes and Powers. The purpose of the Owner Trust is, is to engage in the following activities and the Owner Trust shall have the power and authority to engage in the following activitiesauthority: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Trust Agreement and to sell, transfer or exchange sell the Notes and the CertificateCertificates; (bii) to acquire pay the property organizational, start-up and assets set forth in transactional expenses of the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust; (ciii) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate to the Indenture Trustee Mortgage Loans pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Section 5.01 herein, any portion of the Owner Trust Estate Mortgage Loans released from the Lien of, and remitted to the Owner Trust pursuant to, to the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ev) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Trust Estate subsequent to the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and; (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders; and (viii) as set forth in the Indenture, which activities cannot be contrary at any time on or after the Closing Date, the Issuing Entity shall have the right to convey to the status Trust Estate, solely for the benefit of the Owner Holder of the Certificates, a derivative contract or comparable instrument. Any such instrument shall constitute a fully prepaid agreement. All collections, proceeds and other amounts in respect of such an instrument shall be distributed to the Certificates on the Payment Date following receipt thereof by the Indenture Trustee. The Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretois hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage solely in the following activities: (ai) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement; (ii) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, to sell and to sell, transfer or exchange the Notes and to transfer the CertificateCertificate to the Transferor and to pay interest on and principal of the Notes and distributions on the Certificates; (biii) with the proceeds of the sale of the Notes, to acquire fund the property Spread Account and assets set forth in the Deposit Class B Reserve Account, and Administration Agreement from to pay the Depositor balance to the Transferor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the Indenture for the benefit of the Note Insurer and the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit Sale and Administration Servicing Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Owner Trust pursuant to, of the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that . (ab) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and not secure any successor rule thereto and (b) the power and authority indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as stated this Section 2.3 responsible for the debts and obligations of the Owner Trustee, the Certificateholder, LBAC, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall be limited not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with paragraph 35 the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of SFAS 140the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and the Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC or the Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by each of the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Certificateholder, and the Certificateholder may not perform any of the Trust's duties or obligations. (p) The Certificates shall entitle the Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (r) The Trust shall not consensually merge or consolidate with any of WTC, the Owner Trustee, the Transferor, LBAC or the Certificateholder. (s) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and and, if so requested by the Certificate Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and other accounts established under the IndenturePre-Funding Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder and the Noteholders, which . The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer. Neither the Owner Trustee, Issuer nor the Owner Trust, Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2024-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2024-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2024-B Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2024-B Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2024-B Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2024-B Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The sole purpose of the Owner Trust isis to manage the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Owner Trust shall have the power and authority in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificateTrust Certificates; (bii) with the proceeds of the sale of the Notes and the Trust Certificates, to acquire purchase the property Contracts, to fund the Pre-Funding Account and assets set forth in to pay the Deposit organizational, start-up and Administration Agreement from transactional expenses of the Trust and to pay the balance to the Trust Depositor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Owners pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owners and the Noteholders, which activities can. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated set forth in the introductory sentence of this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140Section.

Purposes and Powers. The purpose of the Owner Trust Issuer is, and the Owner Trust Trustee shall have the power and authority authority, to engage in the following activities: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and and, if so requested by the Certificate Residual Interestholder, to issue the Certificate(s), pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificate(s) and to pay interest on and principal of the Notes and distributions to the Residual Interestholder; (b) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuer and one or more counterparties, including any confirmations, evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (c) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor Seller pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account and other accounts established under the IndenturePre-Funding Account and to pay the organizational, start-up and transactional expenses of the Issuer; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (de) to enter into and perform its obligations under the Basic Transaction Documents to which it is a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interestholder and the Noteholders, which . The Owner Trustee is hereby authorized to engage in the foregoing activities cannot be contrary to the status on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer. Neither the Owner Trustee, Issuer nor the Owner Trust, Trustee on behalf of the Issuer shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. ‌ (a) The purpose of the Owner Issuer is to conserve the Trust isEstate in accordance with the Transaction Documents, and to maximize the Owner Trust shall have economic return to the power and authority Certificateholders and, in furtherance thereof, to engage in the following activitiesactivities and, notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has, and the Delaware Trustee and the Administrator on behalf of the Issuer have, full right, power, authority and authorization, and is hereby authorized: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and to sell the Certificate Notes to the Initial Purchasers; (ii) to issue the Certificates, the X-IO Interest and the UT Interest pursuant to this AgreementAgreement and deliver each of them to the Trustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to sellconsummate the transactions contemplated thereby or hereby, transfer and such execution, delivery, performance and consummation thereof by or exchange on behalf of the Notes Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the CertificateNote Purchase Agreement) is hereby approved and ratified in all respects; (biv) to acquire the property Trust Estate and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into into, executing, delivering and performing its obligations under agreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary including entering into agreements with financial advisors and other professionals with respect to matters involving the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoIssuer; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and Certificateholders. (b) The Issuer is hereby authorized to engage in the Noteholders, which activities canforegoing activities. The Issuer will not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the other Basic Transaction Documents. For purposes Notwithstanding anything contained herein to the contrary, no Person acting on behalf of SFAS 140the Issuer will have the authority to consummate any act that would result in an Adverse REMIC Event. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the parties hereto intend Issuer may not (I) issue debt or obligations other than the Notes, (II) issue equity interests other than the Certificates, the X-IO Interest and the UT Interest, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (a1) year of the Owner date of the investment (but no later than the anticipated date of distribution), unless the Trustor provides an Opinion of Counsel to the Issuer, the Delaware Trustee, the Administrator and the Certificate Paying Agent stating that such issuance of debt or obligations or acquisition of assets will not result in an Adverse REMIC Event. (d) The Trust shall Estate may not inure to the benefit of any Person other than the Indenture Trustee, the X-IO Interestholder, the UT Interestholder and the Certificateholders. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be treated expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act as amended from time to time and any rules or regulations promulgated thereunder (collectively, the "Act"), or take any action that would, or could reasonably be expected to, cause the Delaware Trustee to be required to register as a "qualifying special purpose entity" commodity pool operator under the Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as such term is used defined in SFAS 140 Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any successor rule thereto and (bclaim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) the power and authority in connection with any breach of the Owner foregoing, or as a result of the assets of the Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140being subject to regulation under the Commodity Exchange Act.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2025-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2015-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and to sell the Certificate pursuant Notes in one or more transactions; (ii) with the proceeds of the sale of the Notes, to this Agreementpurchase the Initial Financed Student Loans, to deposit the Reserve Account Initial Deposit in the Reserve Account, to deposit the Delayed Delivery Loan Funding Account Closing Date Deposit in the Delayed Delivery Loan Funding Account, and to sellpay the organizational, transfer or exchange start-up and transactional expenses of the Notes Trust and to pay the Certificatebalance to the Seller pursuant to the Loan Sale Agreement; (biii) to enter into the Swap Agreement; (iv) to originate Consolidation Loans during the Revolving Period pursuant to Section 6.07 hereof, to increase the principal balance of Consolidation Loans by adding the principal balances of any related Add-on Consolidation Loans to the principal balances of such Consolidation Loans, to acquire and hold the property and assets set forth in Delayed Delivery Loans to be conveyed to the Deposit and Administration Agreement from the Depositor Trust pursuant to the terms thereofLoan Sale Agreement, to make payments or distributions on acquire and hold any New Loans to be conveyed to the Notes and Trust during the Certificate Revolving Period pursuant to the Loan Sale Agreement and to make deposits acquire and hold any Serial Loans or other Student Loans to and withdrawals from be conveyed to the Reserve Account and other accounts established under Trust subsequent to the IndentureClosing Date pursuant to the Loan Sale Agreement; (cv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities cannot be contrary to the status others specified in Section 2(d) of the Owner Administration Agreement. The Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2018-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2018-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2018-B Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2018-B Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2018-B Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2018-B Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2026-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2024-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (a) to issue enter into and perform its obligations under the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Credit Protection Agreement, and to sell, transfer or exchange the Notes and the Certificate; (b) to acquire the property enter into and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established perform its obligations under the Indenture; (c) to assign, grant, transfer, pledge, mortgage enter into and convey perform its obligations under the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureInvestment Management Agreement; (d) to enter into and perform its obligations under the Basic Documents to which it is a partyAdministration Agreement; (e) to enter into and perform its obligations under the Securities Account Control Agreement; (f) to enter into and perform its obligations under the Note Purchase Agreement; (g) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement; (h) to enter into and perform its obligations under the other Basic Documents; (i) to invest the proceeds of the sale of the Notes in Eligible Investments and to invest the proceeds realized upon the maturity or redemption or other prepayment of Eligible Investments in additional Eligible Investments, from time to time, as contemplated herein; and (j) to engage in those such other activities, including entering into agreements, and performing its obligations under any other agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Trust shall have the power and authority, which activities cannot be contrary to and is hereby authorized and empowered, without the status need for further action on the part of the Trust, and the Owner Trustee is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, to engage in the foregoing activities; and any such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions action taken prior to the Certificateholder date of this Agreement is hereby ratified and the Noteholders, which activities cannot be contrary approved; and any such action taken prior to the status date of the Owner this Agreement is hereby ratified and approved. The Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes Without limiting the foregoing, and notwithstanding any provision of SFAS 140this Agreement to the contrary, the parties hereto intend that (a) the Owner Trust shall be treated not enter into any derivative or swap transaction other than the Credit Protection Agreement or as a "qualifying special purpose entity" as such term is used described in SFAS 140 and any successor rule thereto and clause (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 definition of SFAS 140“Eligible Investments.”

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2016-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2016-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2016-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2016-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2016-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2016-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2022-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2017-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2017-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2017-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2017-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2017-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2017-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2018-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2018-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2018-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2018-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2018-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2018-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, to sell the Notes, and to sell, transfer or exchange the Notes and the Certificate; (b) Trust Certificates to acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (cii) with the proceeds of the sale of the Notes, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to acquire, receive and accept from time to time the Owner Trust Estate, and to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic DocumentsDocuments to which the Trust is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (bii) to acquire with the property and assets set forth in proceeds of the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on sale of the Notes and the Certificate Certificates to fund the Capitalized Interest Account and the Pre-Funding Account and to make deposits pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the proceeds to the Seller pursuant to the Sale and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (ciii) to acquire, manage and hold the Contracts; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder Certificate Owners pursuant to the terms of this Agreement and the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary ; (vii) to hold and administer the status of Certificate Distribution Account and Cash Collateral Account and apply the Owner Trust proceeds thereof as a "qualifying special purpose entity" under SFAS 140 provided in the Sale and any successor rule theretoServicing Agreement; (viii) to acquire Subsequent Contracts from the Seller from time to time with funds on deposit in the Pre-Funding Account; and (fix) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which . The Trust is hereby authorized to engage in the foregoing activities canand shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2019-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2018-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2014-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2021-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2016-2 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2015-2 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2012-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2012-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2012-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2012-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2012-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2012-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage solely in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture Indenture, and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and upon the Certificatewritten order of the Depositor; (bii) to acquire enter into and perform its obligations under any interest rate protection agreement or agreements between the property Trust and assets set forth in one or more counterparties, including any confirmations evidencing the Deposit transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing, or any combination of any of the foregoing; (iii) with the proceeds of the sale of the Notes to fund the Reserve Account and Administration Agreement from the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the terms thereof, Sale and Servicing Agreement; (iv) to make payments or pay interest on and principal of the Notes and distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (cv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dvi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2017-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (ai) to acquire, manage and hold the Receivables and Other Assets to be transferred to the Trust from time to time pursuant to the Trust Sale and Servicing Agreement; (ii) to issue and sell the Notes in the name of the Owner Trust pursuant to the Indenture and the related Indenture Supplement or pursuant to another indenture, note purchase agreement or similar agreement and the Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificate; (biii) to acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereofTrust Sale and Servicing Agreement, to make payments or distributions on the Notes and the Certificate and Securities, to make deposits to and withdrawals from the Reserve Account and other accounts established under pursuant to the IndentureBasic Documents and to pay the organizational, start-up and transactional expenses of the Trust; (civ) to establish, acquire, hold and terminate liquidity, credit and other enhancement arrangements, including any Series Enhancement Agreement existing from time to time, and perform its obligations thereunder; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of this Agreement, the Deposit Trust Sale and Administration Agreement Servicing Agreement, the Indenture Supplements and any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dvi) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canSecurityholders. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2023-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2024-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2024-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2024-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2024-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2024-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2024-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority to engage in in, the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and upon the Certificatewritten order of the Depositor; (bii) to acquire use the property proceeds of the sale of the Notes, at the direction of the Depositor, to (A) fund (1) the Reserve Fund with an amount equal to the Reserve Fund Initial Deposit, (2) the Yield Supplement Account with an amount equal to the Yield Supplement Account Initial Deposit, (3) the Pre-Funding Account with an amount equal to the Pre-Funding Account Initial Deposit (4) the Negative Carry Account with the Maximum Negative Carry Amount, (B) purchase the Initial Receivables to be acquired on the Closing Date, (C) purchase the Subsequent Receivables to be acquired on one or more Subsequent Transfer Dates during the Pre-Funding Period and assets set forth in connection with each such Subsequent Transfer Date to fund (1) the Reserve Fund with the applicable Reserve Fund Subsequent Deposit and Administration Agreement from (2) the Yield Supplement Account with the Yield Supplement Account Subsequent Deposit, (D) pay the organizational, start-up and transactional expenses of the Issuer and (E) to pay the balance to the Depositor pursuant to the terms thereof, Sale and Servicing Agreement; (iii) to make payments or distributions pay interest on and principal of the Notes and to the Certificate Noteholders and to make deposits cause any Excess Collections to and withdrawals from be paid to the Reserve Account and other accounts established under Certificateholders or otherwise in accordance with the Indenture; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, is to engage in the following activities and the Owner Trust shall have the power and authority to engage in the following activitiesauthority: (ai) to issue and cause to be authenticated the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange the Notes and the CertificateTrust Certificates to the Depositor; (bii) with the proceeds of the sale of the Notes, to acquire purchase the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereofReceivables, to make payments or distributions on the Notes and the Certificate and to make deposits to into and withdrawals from the Reserve Account, the Pre-Funding Account and other accounts established under the IndentureNegative Carry Account, and to pay the organizational, start-up and transactional expenses of the Trust; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary ; (vi) to give the Issuing Entity Order (as defined in the Indenture) to the status of Indenture Trustee to authenticate and deliver the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoNotes; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2025-2 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage solely in the following activities: (ai) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement; (ii) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, to sell and to sell, transfer or exchange the Notes and to transfer the CertificateCertificate to the Transferor and to pay interest on and principal of the Notes and distributions on the Certificates; (biii) with the proceeds of the sale of the Notes, [to acquire fund the property and assets set forth in Spread Account, and] to pay the Deposit and Administration Agreement from balance to the Depositor Transferor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the Indenture for the benefit of [the Note Insurer and] the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit Sale and Administration Servicing Agreement [and the Spread Account Agreement] any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Owner Trust pursuant to, of the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that . (ab) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and not secure any successor rule thereto and (b) the power and authority indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as stated this Section 2.3 responsible for the debts and obligations of the Owner Trustee, the Certificateholder, LBAC, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall be limited not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with paragraph 35 the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of SFAS 140the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and the Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC or the Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by each of the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Certificateholder, and the Certificateholder may not perform any of the Trust's duties or obligations. (p) The Certificates shall entitle the Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (r) The Trust shall not consensually merge or consolidate with any of the Owner Trustee, the Transferor, LBAC or the Certificateholder. (s) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. The purpose of the Owner Trust is, is to engage in the following activities and the Owner Trustee acting on behalf of the Trust shall have the power and authority to engage in the following activitiesauthority: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificateTrust Certificates, in each case in accordance with the Basic Documents; (b) with the proceeds of the sale of the Notes and the Trust Certificates, to purchase or otherwise acquire the property Receivables, to pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Trust and Administration Agreement from to pay the balance of such proceeds to the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities cannot be contrary to the status . The Owner Trustee acting on behalf of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretois hereby authorized to engage in the foregoing activities. Neither the Owner Trustee, nor the Owner Trust, The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140Specifically, the parties hereto intend that (a) Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operation, acquire any assets other than those specifically included in the Trust Property or the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority Estate under Article II of the Owner Trust Sale and Servicing Agreement or otherwise vary the assets held by the Trust, except as stated authorized by the terms of this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and the CertificateTrust Certificates; (bii) to acquire enter into the property transactions contemplated by the Sale and assets set forth in Servicing Agreement; (iii) with the Deposit and Administration Agreement from proceeds of the Depositor pursuant to sale of the terms thereofNotes, to make payments or distributions on fund the Notes and Pre-Funding Account, the Certificate and to make deposits to and withdrawals from Capitalized Interest Account, the Reserve Account and other accounts established under the IndentureYield Supplement Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account) to the Indenture Trustee pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders and the Transferor pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (e) ; to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificatesell such Notes; (bii) with the proceeds of the sale of the Notes, to purchase the Loans, to fund the Pre-Funding Account and the Capitalized Interest Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor; (iii) to acquire the property and assets set forth in the Deposit and Administration Agreement purchase, from time to time, from the Depositor pursuant with funds deposited to the terms thereofPre-Funding Account, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureSubsequent Loans; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents and all other documents connected therewith to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and; (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can; and (viii) to issue the Residual Interest Instruments pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2016-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2013-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2017-2 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and is to engage exclusively in the Owner activities set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activitiesactivities set forth in this Section 2.03 as follows: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Trust Certificate and Residual Interest Certificate pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificateNotes; (bii) to with the proceeds of the sale of the Notes, acquire the property Trust Estate and assets set forth in to pay the Deposit organizational, start-up and Administration Agreement from transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureSale Agreement; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner assets constituting the Trust Estate to the Indenture Trustee pursuant to the Indenture and Indenture; (iv) to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement Residual Interest Owner any portion of the Owner Trust Estate released from the Lien of, and remitted to of simultaneously with the Owner Trust pursuant to, release of such property in accordance with the Indenture; (dv) to enter into and perform its the Trust's obligations under the Basic Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Residual Interest Owner and the Noteholders, which activities can. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01 hereof, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those acts set forth above necessary to accomplish the purpose of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated set forth in the introductory sentence of this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140Section.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (bc) to acquire the certain property and assets set forth in the Deposit and Administration Agreement from the Depositor on the [Initial] Closing Date [and, from time to time, on the Subsequent Closing Dates thereafter] pursuant to the terms thereofTrust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments or distributions on to the Notes Noteholders and the Certificate and Certificateholders, to make deposits to into and withdrawals from the Reserve Account and other accounts established under to pay the Indentureorganizational, start-up and transactional expenses of the Trust; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of this Agreement and the Deposit Trust Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (de) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (ef) to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date; (g) [to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Notes and Certificates;] (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canSecurityholders. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2026-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2026-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2026-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2026-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2026-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2026-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2023-2 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureTrust Certificates; (civ) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2012-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority to engage in in, the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and upon the Certificatewritten order of the Depositor; (bii) to acquire use the property proceeds of the sale of the Notes, at the direction of the Depositor, to fund the Reserve Fund and assets set forth in the Deposit Yield Supplement Account, to pay the organizational, start-up and Administration Agreement from transactional expenses of the Depositor Issuer and to pay the balance to the Seller pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (ciii) to pay interest on and principal of the Notes to the Noteholders and to cause any Excess Collections to be paid to the Certificateholders; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the Certificate; (b) Certificates; to acquire redeem Notes and Certificates in accordance with the property terms and assets conditions set forth herein and in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (cii) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Seller from time to time pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; and, in connection with a purchase of the Trust Property, to assign, grant, transfer, pledge, mortgage and convey the Trust Property to such purchaser or purchasers and upon receipt of proceeds from such sale release the Lien of the Indenture; (div) to enter into and perform its obligations under the Basic Related Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic Related Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the other Basic Related Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust Trustee on behalf of the Trust, but only to the extent provided in this Agreement, shall have the power and authority authority, to engage in the following activities: (ai) to issue and sell the Notes in the name of the Owner Trust pursuant to the Indenture and the initial Certificate pursuant to this Agreement, Agreement and to sellpay the organizational, transfer or exchange start-up and transactional expenses of the Notes and Trust from amounts on deposit in the CertificateCertificate Contribution Account; (bii) to acquire the property execute and assets set forth in the Deposit and Administration Agreement from deliver the Depositor pursuant Transfer and Sale Agreement, whereby the Depositor and the Depositor Eligible Lender Trustee shall transfer and assign to the terms thereof, to make payments or distributions on the Notes Trust and the Certificate and to make deposits to and withdrawals from Trust Eligible Lender Trustee all of the Reserve Account and other accounts established under the IndentureTrust Property; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to which it holds title and all of its right, title and interest in the Depositor Transfer and Sale Agreement to the Indenture Trustee pursuant for the benefit of the Noteholders (and to authorize and file UCC financing statements as deemed necessary or appropriate to evidence the Indenture same) and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement hereof any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Owner Trust Paying Agent for deposit in the Certificate Distribution Account pursuant to, the Indenture; (div) to issue and sell one or more series of the Notes; (v) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholder and the Noteholders, which activities cannot be contrary Certificateholder. (b) Except as otherwise expressly provided herein with respect to the status of Trust Eligible Lender Trustee, the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule theretoTrustee is hereby authorized to engage in the foregoing activities. Neither the The Owner Trustee, nor the Owner Trust, Trustee shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (bc) to acquire the certain property and assets set forth in the Deposit and Administration Agreement from the Depositor on the [Initial] Closing Date [and, from time to time, on the Subsequent Closing Dates thereafter] pursuant to the terms thereofTrust Sale Agreement and any other Further Transfer Agreements, to make payments or distributions on to the Notes Noteholders and the Certificate and Certificateholders, to make deposits to into and withdrawals from the Reserve Account and other accounts established under to pay the Indentureorganizational, start-up and transactional expenses of the Trust; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of this Agreement and the Deposit and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (de) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (ef) [to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date;] (g) [to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Notes and Certificates;] (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canSecurityholders. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140[Notwithstanding anything to the contrary in this Agreement or in any other document, neither the parties hereto intend that (a) Trust nor the Owner Trust Trustee (nor any agent of either person) shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and authorized or empowered to acquire any successor rule thereto and (b) the power and authority other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trust as stated this Section 2.3 Trustee (nor any agent of either person) shall be limited authorized or empowered to do anything that would cause the Trust to fail to qualify as an investment trust described in accordance with paragraph 35 of SFAS 140Treasury Regulation Section 301.7701-4(c) that is a grantor trust for United States federal income tax purposes.]

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority to to, engage in the following activities: (a) to issue the Indenture Notes in the name of the Owner Trust pursuant to the Indenture Indenture, the Class B Notes pursuant to the Class B Note Purchase Agreement and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sellsell the Indenture Notes, transfer or exchange the Class B Notes and the CertificateTrust Certificates in one or more transactions; (b) with the proceeds of the sale of the Indenture Notes, the Class B Notes and the Trust Certificates, to acquire fund the property Pre-Funding Account and assets set forth in to purchase the Deposit and Administration Agreement from the Depositor Receivables pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders, the Class B Noteholders and the Indenture Noteholders, which activities can. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage solely in the following activities: (ai) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement and each Transfer Agreement, as applicable; (ii) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Class R Certificate pursuant to this Agreement, to sell and to sell, transfer or exchange the Notes and to transfer the Class R Certificate to the Transferor and to pay interest on and principal of the Notes and distributions on the Certificate; (biii) with the proceeds of the sale of the Notes, to acquire fund the property Pre-Funding Account and assets set forth in the Deposit Spread Account and Administration Agreement from to pay the Depositor balance to the Transferor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the Indenture for the benefit of the Note Insurer, the Noteholders and the Demand Note Provider and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit Sale and Administration Servicing Agreement, each Transfer Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Owner Trust pursuant to, of the Indenture; (dv) at the direction of the Transferor and subject to the requirements set forth in Section 2.12 hereof, to enter into Derivative Contracts for the benefit of the Class R Certificateholder; (vi) to enter into and perform its obligations under the Basic Documents to which it is a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that . (ab) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and not secure any successor rule thereto and (b) the power and authority indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as stated this Section 2.3 responsible for the debts and obligations of the Owner Trustee, the Certificateholder, LBAC, LBARC-WI, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall be limited not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with paragraph 35 the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of SFAS 140the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and the Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, the Class R Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI or the Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by each of the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against the Certificateholder, or join in any institution against the Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificate or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with the Certificateholder. (n) The Class R Certificate cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Class R Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Class R Certificateholder, and the Class R Certificateholder may not perform any of the Trust's duties or obligations. (p) The Class R Certificate shall entitle the Class R Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (r) The Trust shall not consensually merge or consolidate with any of WTC, the Owner Trustee, the Transferor, LBAC, LBARC-WI or the Certificateholder. (s) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificate; (bii) to enter into and perform its obligations under any currency exchange rate protection agreement between the Trust and a counterparty, including any confirmations evidencing the transactions thereunder, using only the funds payable to the Certificateholders as provided in Section 5.02(d); (iii) to acquire the property Owner Trust Estate (including the Receivables and assets set forth in the Deposit and Administration Agreement related property) from the Depositor in exchange for the Notes and Certificates pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to pursuant to, and on the Indenture Trustee pursuant to terms and conditions set forth in, the Indenture and to hold, (Nissan 2004-C Amended & Restated Trust Agreement) manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities cannot Noteholders and in respect of amounts to be contrary released to the status of Depositor, the Owner Servicer, the Administrator and third parties, if any. The Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, is to engage in the following activities and the Owner Trust shall have the power and authority to engage in the following activitiesauthority: (a) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange sell the Notes and the CertificateCertificates, and to pay interest on and principal of the Notes and distributions on the Certificates, in each case in accordance with the Basic Documents; (b) acquiring and holding the Trust Estate, including the Receivables, and the proceeds thereof; (c) with the proceeds of the sale of the Notes and the Certificates, to acquire purchase the property Receivables, to fund the Reserve Account, to pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Trust and Administration Agreement from to pay the balance of such proceeds to the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (de) to enter into execute and deliver, and to perform its obligations under under, the Basic Documents to which it is to be a party, the Notes and the Certificates; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Owner Trust is, and Issuer is to conserve the Owner Trust shall have Estate and collect and disburse the power periodic income therefrom for the use and authority benefit of the Trust Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and Indenture, the Certificate Trust Certificates pursuant to this Agreement, and to sellsell the Notes upon the written order of the Transferor; (ii) to acquire the 2009-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, transfer or in exchange for the Notes and the Trust Certificate; (biii) to acquire pay interest on and principal of the property Notes and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureCertificates; (civ) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture to the Indenture Trustee pursuant to as security for the Indenture Notes and to hold, manage and distribute to the Certificateholder Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it the Issuer is a party; (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Trust Certificateholders and the Noteholders, which activities can. (c) The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. 1. The purpose of the Owner Lease Trust is, and the Owner Lease Trust shall have the power and authority authority, to engage solely in the following activitiesfollowing: (ai) to issue the Senior Notes in the name of the Owner Trust pursuant to the Indenture Indenture, the Subordinated Notes and the Certificate Lease Trust Certificates pursuant to this Agreement, and to sellsell or transfer the Senior Notes, transfer or exchange the Subordinated Notes and the CertificateLease Trust Certificates upon the written order of the Depositor; (bii) to acquire the property Series 1996-1 Certificates and other assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to Section 2 of the terms thereofTransfer Agreement in exchange for the Senior Notes, to make payments or distributions on the Subordinated Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureLease Trust Certificates; (ciii) to pay interest and principal on the Senior Notes, the Subordinated Notes and the Lease Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Lease Trust Estate to the Indenture Trustee pursuant to the Indenture as security for the Senior Notes and to hold, manage and distribute to the Certificateholder Subordinated Noteholders and the Lease Trust Certificateholders pursuant to the terms of the Deposit and Administration this Agreement any portion of the Owner Lease Trust Estate released from the Lien of, and remitted to the Owner Lease Trust pursuant to, the Indenture; (dv) to enter into execute, deliver and perform its obligations under the Basic Documents to which it is to be a party;; and (evi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner . The Lease Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (f) subject to compliance with the Basic Documents, is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner foregoing. The Lease Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canshall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2015-B Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2015-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2015-B Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2015-B Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2015-B Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2015-B Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The sole purpose of the Owner Trust isis to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and the Owner Trust shall have the power and authority in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Trust Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange sell the Notes and the CertificateTrust Certificates; (bii) with the proceeds of the sale of the Notes and the Trust Certificates, to acquire purchase the property Contracts, to fund the Pre-Funding Account and assets set forth in to pay the Deposit organizational, start-up and Administration Agreement from transactional expenses of the Trust and to pay the balance to the Trust Depositor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Owners pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Owners and the Noteholders, which activities can. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated set forth in the introductory sentence of this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140Section.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (ai) to issue the Notes prepare and deliver a Prospectus, a Prospectus Supplement and other offering materials in the name connection with public issuance and sale of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateBonds; (bii) to acquire the property and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereofa pool of Student Loans, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to execute the Indenture and to hold, manage and distribute to issue the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureBonds; (diii) to enter into the Administration Agreement and perform its obligations under the Basic Documents Servicing Agreement and to which it is a party;provide for the administration of the Trust and the servicing of the Student Loans. (eiv) to engage in those activities, including entering activities and to enter into agreements, such agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fv) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to Owners. Until the Certificateholder and Indenture is discharged, the Noteholders, which activities canTrust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity business or activities other than in connection with with, or relating to, the foregoing or and other than as required or authorized by the terms of this Agreement or and the other Basic Documents. For purposes of SFAS 140Indenture, except as are incidental to and necessary to accomplish such activities. (b) Until the Indenture is discharged, the parties hereto intend that (a) operations of the Owner Trust shall be treated conducted in accordance with the following standards: (i) the Trust will act solely in its own name and the Owner Trustee or other agents selected in accordance with this Agreement will act on behalf of the Trust subject to direction by the Owners as a "qualifying special purpose entity" as provided herein, but such term is used action shall not be in SFAS 140 violation of the terms of this Agreement; (ii) the Trust's funds and assets shall at all times be maintained separately from those of the Owners and any successor rule thereto of their respective Affiliates; (iii) The Trust shall maintain complete and correct books, minutes of the meetings and proceedings of the Owners, and records of accounts; (biv) the power and authority Trust shall conduct its business at the office of the Owner Trustee and will use stationary and other business forms of the Trust as stated this Section 2.3 under its own name and not that of the Owners or any of their respective Affiliates, and will avoid the appearance (x) of conducting business on behalf of any Owner or any Affiliate of an Owner or (y) that the assets of the Trust are available to pay the creditors of the Owner Trustee or any Owner; (v) the Trust's operating expenses shall be limited in accordance with paragraph 35 paid out of SFAS 140its own funds; and (vi) the Trust shall not hold itself out as being liable for the debts of any Owner or any Affiliates of any Owner.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (bc) to acquire the certain property and assets set forth in the Deposit and Administration Agreement from the Depositor Seller on the Initial Closing Date and, from time to time, on the Additional Closing Dates thereafter pursuant to the terms thereofTrust Sale and Servicing Agreement and any Second Step Transfer and Servicing Agreements, to make payments or distributions on to the Notes Noteholders and the Certificate and Certificateholders, to make deposits to into and withdrawals from the Reserve Account and other accounts established under to pay the Indentureorganizational, start-up and transactional expenses of the Trust; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of this Agreement and the Deposit Trust Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (de) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 including entering into interest rate swaps and any successor rule theretocaps and other derivative instruments; and (fg) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage in the following activities: (a) to issue issue, from time to time, the Notes in the name of the Owner Trust pursuant to the Indenture and a supplement thereto, and the Trust Certificate pursuant to this Agreement, Trust Agreement and to sell, transfer or exchange sell the Notes and the Certificatein one or more transactions; (b) to acquire deposit and apply the property and assets set forth proceeds of the sale of the Notes, to (i) in the Deposit case of the Series 2002 Notes, as specified in Sections 14 and Administration Agreement from 15 of the Depositor Series 2002 Supplemental Indenture and (ii) in the case of any Notes issued pursuant to the terms thereofany other Supplemental Indenture, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indentureas specified therein; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit and Administration this Trust Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (d) to acquire Student Loans; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (ef) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fg) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canEstate. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents. For purposes In no event shall the Delaware Trustee or any other Person have any power to (i) vary the investment of SFAS 140the Certificateholders in the Trust Certificates or to substitute new investments or reinvest so as to enable the Trust to take advantage of variations in the market to improve the investment of the Certificateholders in the Trust Certificates; or (ii) agree to any change in the terms of a Financed Student Loan that would be a “significant modification” within the meaning of § 1.1001-3 of the Treasury Regulations (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (A) not cause the Trust Certificates to be treated other than as set forth in Section 2.06 hereof for federal and relevant state tax purposes; (B) not cause the Notes to be treated other than as debt of the Trust for federal and relevant state purposes; and (C) not otherwise cause additional federal or relevant state tax to be imposed upon the Certificateholders, the parties hereto intend that (a) Holders of the Owner Notes, the Delaware Trustee or the Trust. In furtherance of such purpose, the Certificateholders hereby authorize the Delaware Trustee to complete, sign and timely file any documents, returns, forms or reports as may be required by federal or relevant state or local taxing authorities affirming such treatment of the Trust and as shall be treated as a "qualifying special purpose entity" as such term is used presented to the Trustee in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140final form for execution.

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (bc) to acquire the certain property and assets set forth in the Deposit and Administration Agreement from the Depositor on the [Initial] Closing Date [and, from time to time, on the Subsequent Closing Dates thereafter] pursuant to the terms thereofTrust Sale Agreement and any other Further Transfer Agreements, to make payments or distributions on to the Notes Noteholders and the Certificate and Certificateholders, to make deposits to into and withdrawals from the Reserve Account and other accounts established under to pay the Indentureorganizational, start-up and transactional expenses of the Trust; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of this Agreement and the Deposit and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (de) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (ef) [to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the [Initial] Closing Date;] (g) [to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Notes and Certificates;] (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canSecurityholders. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140[Notwithstanding anything to the contrary in this Agreement or in any other document, neither the parties hereto intend that (a) Trust nor the Owner Trust Trustee (nor any agent of either person) shall be treated authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140grantor trust for United States federal income tax purposes.]

Purposes and Powers. The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the CertificateCertificates; (bc) to acquire the certain property and assets set forth in the Deposit and Administration Agreement from the Depositor on the [Initial] Closing Date [and, from time to time, on the Subsequent Closing Dates thereafter] pursuant to the terms thereofTrust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments or distributions on to the Notes Noteholders and the Certificate and Certificateholders, to make deposits to into and withdrawals from the Reserve Account and other accounts established under to pay the Indentureorganizational, start-up and transactional expenses of the Trust; (cd) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture Trustee pursuant to terms of the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of this Agreement and the Deposit Trust Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (de) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (ef) [to enter into interest rate swaps and caps and forward contracts, only in connection with the Offered Notes on the Closing Date;] (g) [to enter into interest rate swaps and caps and other derivative instruments in connection with the Retained Notes and Certificates;] (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canSecurityholders. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140[Notwithstanding anything to the contrary in this Agreement or in any other document, neither the parties hereto intend that (a) Trust nor the Owner Trust Trustee (nor any agent of either person) shall be treated authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140grantor trust for United States federal income tax purposes.]

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, to engage solely in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture Indenture, and the Certificate Certificates pursuant to this Agreement, and to sellsell the Notes, transfer or exchange the Notes Certificates and the CertificateFinal Payment Certificate upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes to acquire fund the property Reserve Account and assets set forth in the Deposit Yield Supplement Account, to pay the organizational, start-up and Administration Agreement from transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the terms thereof, Sale and Servicing Agreement; (iii) to make payments or pay interest on and principal of the Notes and distributions on the Notes Certificates and, to the extent permitted by the Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture;Servicing Agreement. (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canthe Certificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority authority, to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the CertificateCertificates and to pay interest on and principal of the Notes and distributions on the Certificates; (bii) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under to pay the Indentureorganizational, start-up and transactional expenses of the Issuer; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust Issuer pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic DocumentsDocuments to which the Issuer is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders. (b) In addition, which activities canthe Issuer shall comply with the following requirements: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person; (iii) conduct its own business in its own name and use stationery or other business forms under its own name and not be contrary that of any Certificateholder or any Affiliate; (iv) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (v) observe all formalities required under the Statutory Trust Act; (vi) not guarantee or become obligated for the debts of any other Person; (vii) not hold out its credit as being available to satisfy the status obligation of any other Person; (viii) not acquire the Owner Trust obligations or securities of its Certificateholders or its Affiliates; (ix) other than as contemplated by the Basic Documents, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a "qualifying special purpose entity" under SFAS 140 separate entity from each Certificateholder and not conduct any successor rule theretobusiness in the name of any Certificateholder; (xii) correct any known misunderstanding regarding its separate identity; (xiii) not identify itself as a division of any other Person; and (xiv) except as required or specifically provided in this Agreement, conduct business with the Certificateholders or any Affiliate thereof on an arm’s-length basis. Neither The Issuer is hereby authorized to engage in the Owner Trustee, nor the Owner Trust, activities stated in paragraphs (a) and (b) above. The Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the following activities: (ai) to execute, deliver and issue the Series 1997-II Notes in the name of the Owner Trust pursuant to the Indenture and to authorize, execute, authenticate, issue and deliver the Certificate Trust Certificates, the GP Interest and the Voting Interest pursuant to this Agreement, and to sellsell the Series 1997-II Notes, transfer or exchange the Trust Certificates, the GP Interest and the Voting Interest; (ii) with the proceeds of the sale of the Series 1997-II Notes and the CertificateTrust Certificates, to fund the Pre-Funding Account and the Capitalized Interest Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Originators pursuant to the Sale and Servicing Agreement; (biii) to acquire acquire, receive and accept from time to time the property Owner Trust Estate, and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to (including the Indenture Trustee Collateral) pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into into, execute, deliver, file and perform its obligations under the Basic Documents to which it is a partyDocuments; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic DocumentsDocuments to which the Trust is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority is to engage solely in the following activities: (ai) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement; (ii) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, to sell and to sell, transfer or exchange the Notes and to transfer the CertificateCertificate to the Transferor and to pay interest on and principal of the Notes and distributions on the Certificates; (biii) with the proceeds of the sale of the Notes, [to acquire fund the property and assets set forth in Spread Account, and] to pay the Deposit and Administration Agreement from balance to the Depositor Transferor pursuant to the terms thereof, to make payments or distributions on the Notes Sale and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the IndentureServicing Agreement; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the Indenture for the benefit of [the Note Insurer and] the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit Sale and Administration Servicing Agreement [and the Spread Account Agreement] any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Owner Trust pursuant to, of the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that . (ab) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and not secure any successor rule thereto and (b) the power and authority indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as stated this Section 2.3 responsible for the debts and obligations of the Owner Trustee, the Certificateholder, TRIAD CORP., the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall be limited not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with paragraph 35 the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of SFAS 140the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, Triad Corp., and the Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, Triad Corp., and the Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of the Transferor, TRIAD CORP., the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, TRIAD CORP., the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, TRIAD CORP., the Indenture Trustee, the Trust Collateral Agent, the Custodian or the Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, Triad Corp., and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, Triad Corp., or the Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by each of the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Certificateholder, and the Certificateholder may not perform any of the Trust's duties or obligations. (p) The Certificates shall entitle the Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (r) The Trust shall not consensually merge or consolidate with any of the Owner Trustee, the Transferor, Triad Corp., or the Certificateholder. (s) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority Issuer is to engage in the following activities: (ai) to issue and execute the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, Agreement and to sellconvey and deliver the Securities upon the written order of the Transferor; (ii) to issue, in exchange for all or a portion of the Certificates, additional securities pursuant to this Agreement or one or more supplemental indentures or amendments hereto and to transfer all or a portion of such securities to the Transferor or an Affiliate thereof, subject to compliance with the 2013-A Basic Documents; (iii) to enter into and perform its obligations under any interest rate protection or swap agreement or agreements with one or more counterparties; (iv) with the net proceeds of the sale of the Notes, to acquire the 2013-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and the CertificateCertificates; (bv) to acquire use (or permit the property Transferor to use) the proceeds of the sale of the Notes to (A) fund the 2013-A Reserve Account, (B) pay the organizational, start-up and assets set forth in transactional expenses of the Deposit Issuer and Administration Agreement from (C) pay the Depositor pursuant remaining balance to the terms thereof, Transferor; (vi) to make payments or distributions pay interest on and principal of the Notes and to cause any excess amounts to be paid to the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under Certificateholders in accordance with the Indenture; (cvii) to assign, grant, transfer, pledge, mortgage and convey Grant the Owner Trust Estate 2013-A Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to secure payment on the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the IndentureNotes; (dviii) to enter into and perform its obligations under the 2013-A Basic Documents to which it is to be a party;; and (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and. (fb) subject to compliance with the Basic Documents, The Issuer is hereby authorized to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities canforegoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2013-A Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall will have the power and authority authority, to engage in the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell, transfer or and exchange the Notes and the Certificate and to pay interest on and principal of the Notes and distributions on the Certificate;. (bii) to acquire the property and assets set forth in the Deposit Sale and Administration Servicing Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Collection Account, the Note Distribution Account, the Reserve Account, the Capitalized Interest Account, the Pre-Funding Account and any other accounts established under Trust Account and to pay the Indentureorganizational, start-up and transactional expenses of the Trust; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture for the benefit of the Insurer on behalf of the Noteholders and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Basic Documents to which it is a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust will not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust Issuer is, and the Owner Trust Issuer shall have the power and authority to engage in in, the following activities: (ai) to issue the Notes in the name of the Owner Trust pursuant to the Indenture and the Certificate Certificates pursuant to this Agreement, Agreement and to sell, transfer or exchange convey and deliver the Notes and the CertificateCertificates upon the written order of the Depositor; (bii) to acquire the property and assets set forth in the Deposit and Administration Agreement from (A) permit the Depositor pursuant to use, or to use, the terms thereof, to make payments or distributions on proceeds of the sale of the Notes and the Certificate Certificates, at the direction of the Depositor, to (1) fund (W) the Reserve Fund with an amount equal to the Reserve Fund Initial Deposit, (X) the Pre-Funding Account with an amount equal to the Pre-Funding Account Initial Deposit and (Y) the Negative Carry Account with the Maximum Negative Carry Amount, (2) purchase the Initial Receivables to be acquired on the Closing Date, (3) purchase the Subsequent Receivables to be acquired on one or more Subsequent Transfer Dates during the Pre-Funding Period and in connection with each such Subsequent Transfer Date to fund the Reserve Fund with the applicable Reserve Fund Subsequent Deposit, (4) pay the organizational, start-up and transactional expenses of the Issuer and (B) to pay the balance to the Depositor (or to permit the Depositor to retain the balance, as applicable) pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes to the Noteholders and to make deposits cause any Excess Collections to and withdrawals from be paid to the Reserve Account and other accounts established under Certificateholders or otherwise in accordance with the Indenture; (civ) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholder pursuant to the terms of the Deposit and Administration Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Owner Trust pursuant to, the Indenture; (dv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Noteholders and the Noteholders, which activities canCertificateholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.

Purposes and Powers. (a) The purpose of the Owner Trust is, and the Owner Trust shall have the power and authority authority, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the following activities: (ai) to execute, deliver and issue the Series 1997-I Notes in the name of the Owner Trust pursuant to the Indenture and to authorize, execute, authenticate, issue and deliver the Certificate Trust Certificates, the GP Interest and the Voting Interest pursuant to this Agreement, and to sellsell the Series 1997-I Notes, transfer or exchange the Trust Certificates, the GP Interest and the Voting Interest; (ii) with the proceeds of the sale of the Series 1997-I Notes and the CertificateTrust Certificates, to fund the Pre-Funding Account and the Capitalized Interest Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Originators pursuant to the Sale and Servicing Agreement; (biii) to acquire acquire, receive and accept from time to time the property Owner Trust Estate, and assets set forth in the Deposit and Administration Agreement from the Depositor pursuant to the terms thereof, to make payments or distributions on the Notes and the Certificate and to make deposits to and withdrawals from the Reserve Account and other accounts established under the Indenture; (c) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to (including the Indenture Trustee Collateral) pursuant to the Indenture and to hold, manage and distribute to the Certificateholder Certificateholders pursuant to the terms of the Deposit Sale and Administration Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Owner Trust pursuant to, the Indenture; (div) to enter into into, execute, deliver, file and perform its obligations under the Basic Documents to which it is a partyDocuments; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, which activities cannot be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto; and (fvi) subject to compliance with the Basic DocumentsDocuments to which the Trust is a party, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholder Certificateholders and the Noteholders, which activities can. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not be contrary to the status of the Owner Trust as a "qualifying special purpose entity" under SFAS 140 and any successor rule thereto. Neither the Owner Trustee, nor the Owner Trust, shall engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. For purposes of SFAS 140, the parties hereto intend that (a) the Owner Trust shall be treated as a "qualifying special purpose entity" as such term is used in SFAS 140 and any successor rule thereto and (b) the power and authority of the Owner Trust as stated this Section 2.3 shall be limited in accordance with paragraph 35 of SFAS 140.