Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust is Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Trust Certificates pursuant to this Agreement and to issue a Certificate sell or otherwise transfer (including to Affiliates) the Depositor upon Notes and the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (gvi) 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 Estate, the making of distributions to the Owner Certificateholders and the Noteholders. , and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Trust Issuer shall not engage in any activity activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), 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.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust is Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Trust Certificates pursuant to this Agreement and to issue a Certificate sell or otherwise transfer (including to Affiliates) the Depositor upon Notes and the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grantg▇▇▇▇, transfer, pledge, mortgage pledge and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (gvi) 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 Estate, the making of distributions to the Owner Certificateholders and the Noteholders. , and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Trust Issuer shall not engage in any activity activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), 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.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust is Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Trust Issuer shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activitiesactivities and the Trust shall have the power and authority, and the Owner Trustee in the name and on behalf of the Trust is hereby authorized: (ai) To execute, issue, deliver and cause to issue be authenticated the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement and to issue a Certificate transfer the Notes and the Trust Certificates to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes Notes, to purchase the Exchange Notes, to make deposits into and withdrawals from the issuance of the CertificateReserve Account, and to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture (including the filing of financing statements in connection therewith) and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement Certificateholders any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into into, execute, deliver and perform its obligations under the Basic Transaction Documents to which it is to be a party; (fv) subject to the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate; and (vi) to engage in those activities, including entering into agreementsagreements and executing and delivering documents and instruments, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, including entering into interest rate swaps and caps and other derivative instruments. The Trust 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 Owner and the Noteholdersforegoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with to enter into and perform its obligations under any currency exchange rate protection agreement between the proceeds of Trust and a counterparty, including any confirmations evidencing the sale of transactions thereunder, using only the funds payable to the Certificateholders as provided in Section 5.02(d); (iii) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed Certificates pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in pursuant to, and on the Indenture) pursuant to terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner Certificateholders and the NoteholdersNoteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Trust shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the Pre-Funding Account, the Capitalized Interest Account and the issuance of the Certificate, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in to the Indenture) Trust Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust Issuing Entity is to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorsuch Notes; (b) with the proceeds of the sale of the Notes and the issuance of the CertificateCertificates, to pay purchase the Mortgage Loans to be included in the Owner Trust Estate from the Depositor with the amounts owed balance of such funds pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement Certificateholders any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ed) to enter into and perform its obligations under the Basic Documents to which it is or is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (gf) 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 and payments to the Owner Noteholders and the NoteholdersCertificateholders; and (g) to issue the Certificates pursuant to this Agreement. The Trust Issuing Entity is hereby authorized by the initial beneficiary and the Certificateholders to engage in the foregoing activities. The Issuing Entity 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.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon Series Supplement and the written order of the Depositor, and Certificates pursuant to this Agreement and the Series Supplement, and to issue a Certificate to sell the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the expense of obtaining any Series Support and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Master Sale and Servicing Agreement; (diii) with respect to the Series Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Series Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to Series Supplement for the terms benefit of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureSecured Parties; (eiv) to enter into and perform its obligations under the Basic Documents and the Related Documents, in each case, to which it is to be a party; (fv) to acquire, hold and manage the Owner Trust Estate; (vi) to make distributions on the Certificates in accordance with their respective terms; (vii) to own Class SV Preferred Stock of the Depositor; (viii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gix) subject to compliance with the Basic Documents and the Related 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 Owner Certificateholders and the Noteholders. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the Basic Documents or any Related Documents.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Account and to pay the Depositor organizational, start-up and transactional expenses of the amounts owed Trust and to pay the balance to the Company pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The sole purpose of the Trust is to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, to sell the Notes upon and the written order of the DepositorCertificates, and to issue Residual Interest Instruments pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with the proceeds of the sale of the Notes and the issuance of Certificates, to purchase the CertificateContracts, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey ("GRANT") the Trust Estate (as defined in excluding the IndentureCertificate Distribution Account) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gv) 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 Owner Owners and the Noteholders; and (vi) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust Issuer is to engage in the following activitiesactivities and the Issuer shall have the power and authority: (a) to issue the Notes, secure the Notes and pay the Notes pursuant to the Indenture and Indenture, to sell issue the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement and to issue a Certificate to sell, transfer and exchange the Depositor upon Notes and the written order of Certificates, in each case in accordance with the DepositorBasic Documents; (b) with the proceeds of the sale of the Notes and the issuance of the CertificateCertificates, to pay purchase the Depositor Conveyed Assets, to fund the amounts owed Reserve Account and make all other payments required pursuant to Section 2.01 5.04 of the Sale and Servicing AgreementAgreement and Section 5.04 of the Indenture, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, and to pay organizational the organizational, start-up and transactional expenses of the TrustIssuer; (dc) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, acquire, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture or the Sale and Servicing Agreement; (ed) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing purposes or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate Estate, the securing and payment of the Notes and the making of distributions to the Owner and the NoteholdersCertificateholders. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, and to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of sell, transfer or exchange the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorCertificates; (c) with the proceeds from capital contributions to acquire certain property and assets from the DepositorDepositor on the Closing Date pursuant to the Trust Sale and Servicing Agreement and any other Further Transfer and Servicing Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay organizational the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to enter into interest rate swaps and caps and other derivative instruments in connection with the Offered Notes; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gh) 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 Owner and the NoteholdersSecurityholders. 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.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust is Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Trust Certificates pursuant to this Agreement and to issue a Certificate sell or otherwise transfer (including to Affiliates) the Depositor upon Notes and the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage pledge and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (gvi) 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 Estate, the making of distributions to the Owner Certificateholders and the Noteholders. , and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Trust Issuer shall not engage in any activity activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), 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.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon Series Supplement and the written order of the Depositor, and Certificates pursuant to this Agreement and the Series Supplement, and to issue a Certificate to sell the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the expense of obtaining any Series Support and the issuance of the Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with respect to the proceeds from capital contributions from the DepositorSeries Trust Estate, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Series Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to Series Supplement for the terms benefit of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureSecured Parties; (eiv) to enter into and perform its obligations under the Basic Documents and the Related Documents, in each case, to which it is to be a party; (fv) to acquire, hold and manage the Owner Trust Estate; (vi) to make distributions on the Certificates in accordance with their respective terms; (vii) to own Class SV Preferred Stock of the Depositor; (viii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gix) subject to compliance with the Basic Documents and the Related 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 Owner Certificateholders and the Noteholders. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the Basic Documents or any Related Documents.

Purposes and Powers. The purpose of the Trust Issuer is, and the Issuer shall have the power and authority and is authorized, to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (b) with to acquire the proceeds of Transferred Assets from the sale of the Notes and Depositor in exchange for (A) the issuance of the CertificateNotes to the Depositor, to pay (B) certain capital contributions from the Depositor and (C) the amounts owed pursuant to Section 2.01 issuance of the Sale and Servicing Agreement, by directing the Representatives Certificate to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational interest on and transactional expenses principal of the TrustNotes; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in pursuant to, and on the Indenture) pursuant to terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement, the Sale and Servicing Agreement and the Indenture any portion of the Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (e) to enter into and perform its obligations under the Basic Documents to which it the Issuer is to be a party; (f) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (g) 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 Owner Certificateholders and the NoteholdersNoteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to acquire, manage and hold the Receivables; (ii) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, and to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of sell, transfer or exchange the Notes and the issuance of Certificates; (iii) to acquire certain property and assets from the Certificate, to pay the Depositor the amounts owed Seller pursuant to Section 2.01 of the Trust Sale and Servicing Agreement, by directing to make payments to the Representatives Noteholders and the Certificateholders, to wire transfer such proceeds in accordance with instructions received make deposits into and withdrawals from the Depositor; (c) with the proceeds from capital contributions from the Depositor, Reserve Account and to pay organizational the organizational, start-up and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; and (gvii) 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 Owner Certificateholders and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: : (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositor; Notes; (bii) with the proceeds of the sale of the Notes Notes, to fund the Pre-Funding Account, the Pre-Funding Period Reserve Account and the issuance of the Certificate, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; ; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in other than the IndentureDistribution Account) to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholders and the Depositor pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; ; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; ; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and and (gvi) 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 Owner Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor Securities upon the written order of the Depositor; (bii) with to enter into and perform its obligations under any interest rate protection agreement or agreements between the proceeds Trust and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the sale foregoing, or any combination of any of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositorforegoing; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage acquire the Receivables and convey the other Trust Estate (as defined in the Indenture) Property pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion from the Depositor in exchange for the Securities; (iv) to pay interest on and principal of the Notes and distributions on the Certificates; (v) to Grant the Owner Trust Estate released from (other than each Certificate Distribution Account and the Lien of, and remitted proceeds thereof) to the Trust Indenture Trustee pursuant to, to the Indenture; (evi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) 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 Owner Noteholders and the NoteholdersCertificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust Issuer is to engage in the following activitiesactivities and the Owner Trustee acting on behalf of the Issuer shall have the power and authority: (a) to acquire, hold and manage the Trust Property; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell the Notes upon and the written order of Certificates, in each case in accordance with the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorBasic Documents; (bc) with the proceeds of the sale of in exchange for the Notes and the issuance of Certificates or the Certificateproceeds thereof, to purchase the Receivables, to pay the organizational, start-up and transactional expenses of the Issuer and to pay the balance of such proceeds to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) Property pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate Property released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) 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 Owner Certificateholders and the Noteholders. The Trust Owner Trustee acting on behalf of the Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateTrust Certificates, and to pay the Depositor organizational, start-up and transactional expenses of the amounts owed Trust and to pay the balance to the Seller pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the Spread Account and the issuance of the Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with to acquire from time to time the proceeds from capital contributions from the DepositorOwner Trust Estate, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in to the Indenture) Trust Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith (including the sale, from time to time, of Receivables at the Direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement; and (gvi) 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 Owner Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to to, and the Trust shall have the power and authority to, engage in the following activities: (ai) to issue and sell on the Closing Date the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositorsupplements thereto, and the Trust Certificate, substantially in the form of Exhibit A hereof, pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the issuance Basic Documents, pools of the CertificateTrust Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement, provided, however, the Trust shall not purchase Trust Student Loans more frequently than once a month; (diii) to enter into derivative product agreements (subject to the satisfaction of the Rating Agency Condition with respect to each such agreement); (iv) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to to, and the Trust shall have the power and authority to, engage only in the following activities: (ai) to issue and sell on the Closing Date the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositorsupplements thereto, and the Trust Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the issuance Basic Documents, pools of the CertificateTrust Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; andforegoing; (gvi) 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 Owner Noteholders; and (vii) if so directed by the Administrator, and subject to the Noteholderssatisfaction of the Notice Condition, to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes. 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.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture Indenture, and the Trust Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorin one or more transactions; (bii) with to deposit and apply the proceeds of the sale of the Notes and the issuance Notes, as specified in Article V of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorIndenture; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Owner Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to originate and acquire Financed Eligible Loans; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Estate. The Trust is hereby authorized to engage in the foregoing activities and the making of distributions to the Owner and the Noteholdersany activities that are necessary or incidental thereto. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to agree to any change in the terms of a Financed Eligible Loan that would be a "significant modification" within the meaning of Treasury Regulations Section 1.1001-3 (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (a) not cause the Certificates to be treated other than as interests in a partnership or disregarded entity for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Noteholders, the Delaware Trustee or the Trust.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Issuing Entity shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to sell this Agreement; (ii) to acquire the 2011-A SUBI Certificate from the Depositor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes upon the written order of to the Depositor, (B) certain capital contributions from the Depositor and pursuant to this Agreement to issue a (C) the issuance of the Trust Certificate to the Depositor upon the written order of the Depositor; (biii) with the proceeds to pay interest on and principal of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorNotes; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Owner Trust Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) 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, including, without limitation, any Currency Swap as provided in Section 8.16 of the 2011-A Servicing Supplement; and (gvii) 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 Owner Trust Certificateholders and the Noteholders. Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity 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.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Issuing Entity shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to sell this Agreement; (ii) to acquire the 2011-B SUBI Certificate from the Depositor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes upon the written order of to the Depositor, (B) certain capital contributions from the Depositor and pursuant to this Agreement to issue a (C) the issuance of the Trust Certificate to the Depositor upon the written order of the Depositor; (biii) with the proceeds to pay interest on and principal of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorNotes; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Owner Trust Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) 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, including, without limitation, any Currency Swap as provided in Section 8.16 of the 2011-B Servicing Supplement; and (gvii) 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 Owner Trust Certificateholders and the Noteholders. Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity 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.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2025-B Basic Documents; (biii) 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 2025-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2025-B Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2025-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2025-B Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2025-B Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $ aggregate principal amount to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2021-A Basic Documents; (biii) 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 2021-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2021-A Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2021-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2021-A Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2021-A Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $19,362,916 aggregate principal amount to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, and to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of sell, transfer or exchange the Notes and the issuance of Certificates; (c) to acquire certain property and assets from the Certificate, to pay the Depositor the amounts owed Seller pursuant to Section 2.01 of the Trust Sale and Servicing Agreement, by directing to make payments to the Representatives Noteholders and the Certificateholders, to wire transfer such proceeds in accordance with instructions received make deposits into and withdrawals from the Depositor; (c) with the proceeds from capital contributions from the Depositor, Reserve Account and to pay organizational the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; and (g) 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 Owner Certificateholders and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Excess Distribution Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorin one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to pay fund the Depositor the amounts owed Reserve Account pursuant to Section 2.01 2.9 of the Sale and Servicing Administration Agreement, by directing to fund the Representatives Capitalized Interest Account pursuant to wire transfer such proceeds in accordance with instructions received from Section 2.10(a) of the DepositorAdministration Agreement, to make the Collection Account Initial Deposit, to purchase the Trust Student Loans pursuant to the Sale Agreement and to make the upfront payment pursuant to the Interest Rate Cap Agreement; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Owner Excess Distribution Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Noteholders and the Noteholdersothers specified in Sections 2.7 and 2.8 of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust is Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Trust Certificates pursuant to this Agreement and to issue a Certificate sell or otherwise transfer (including to Affiliates) the Depositor upon Notes and the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Fund and the Yield Supplement Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grantgr▇▇▇, transfer, pledge, mortgage pledge and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swap agreements, interest rate cap agreements and other derivative instruments; and (gvi) 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 Estate, the making of distributions to the Owner Certificateholders and the Noteholders. , and in respect of amounts to be released to the Servicer, Administrator and third parties, if any. (b) The Trust Issuer shall not engage in any activity activities, including, without limitation, assuming or incurring any indebtedness (with the exception of the Notes), 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.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates in one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateTrust Certificates, to pay purchase the Depositor Financed Student Loans and to fund the amounts owed Pre-Funding Account pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner holders of the Trust Certificates pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner holders of the Trust Certificates, the holders of the Notes and the Noteholdersothers specified in Section 5.05 of the Sale and Servicing Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2023-A Basic Documents; (biii) 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 2023-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2023-A Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2023-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2023-A Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2023-A Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Excess Distribution Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorin one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to pay fund the Depositor the amounts owed Reserve Account pursuant to Section 2.01 2.9 of the Sale and Servicing Administration Agreement, by directing to fund the Representatives Capitalized Interest Account pursuant to wire transfer such proceeds in accordance with instructions received from Section 2.10(a) of the DepositorAdministration Agreement, to purchase the Trust Student Loans pursuant to the Sale Agreement and to make the upfront payment pursuant to the Interest Rate Cap Agreement; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Owner holder of the Excess Distribution Certificate pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Noteholders and the Noteholdersothers specified in Sections 2.7 and 2.8 of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $19,481,477 aggregate principal amount to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The sole purpose of the Issuer is to conserve the Owner Trust is Estate and collect and disburse the periodic income therefrom for the use and benefit of the Certificateholders, and in furtherance of such purpose to engage in the following ministerial activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateReceivables, to fund the Reserve Fund, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. (b) The Issuer is hereby authorized to engage in the foregoing activities. The Trust Issuer shall not engage in any activity activities other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the Spread Account and the issuance of the Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in other than the IndentureCertificate Distribution Account) to the Trust Collateral Agent pursuant to the Indenture for the benefit of the Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholders and the Depositor pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholders and the Noteholders. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Issuing Entity shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to sell this Agreement; (ii) to acquire the 20[•]-[•] Series Certificate from the Depositor and the other property of the Owner Trust Estate in exchange for (A) the issuance of the Notes upon the written order of to the Depositor, (B) certain capital contributions from the Depositor and pursuant to this Agreement to issue a (C) the issuance of the Trust Certificate to the Depositor upon the written order of the Depositor; (biii) with the proceeds to pay interest on and principal of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorNotes; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Owner Trust Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuing Entity 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 (including the Interest Rate [Swap][Cap] Agreement(s));] (vii) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gviii) 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 Owner Swap Counterparty,] the Trust Certificateholders and the Noteholders. Noteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. (b) The Trust Issuing Entity 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.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificate pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the Pre- Funding Account, the Capitalized Interest Account and the issuance of the Certificate, Spread Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in to the Indenture) Trust Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholder pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholder and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust Issuer is to engage in the following activities, and the Issuer shall have the power and authority: (a) to issue the Notes, secure the Notes and pay the Notes pursuant to the Indenture and Indenture, to sell issue the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement and to issue a Certificate to sell, transfer and exchange the Depositor upon Notes and the written order of Certificates, in each case in accordance with the DepositorBasic Documents; (b) with the proceeds of the sale of the Notes and the issuance of the CertificateCertificates, to pay purchase the Depositor Conveyed Assets, to fund the amounts owed Reserve Account and make all other payments required pursuant to Section 2.01 5.04 of the Sale and Servicing AgreementAgreement and Section 5.04 of the Indenture, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, and to pay organizational the organizational, start-up and transactional expenses of the TrustIssuer; (dc) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, acquire, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement this Agreement, any portion of the Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture or the Sale and Servicing Agreement; (ed) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fe) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing purposes or are incidental thereto or connected therewith; and (gf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with servicing, administration and conservation of the Owner Trust Estate Estate, the securing and payment of the Notes and the making of distributions to the Owner and the NoteholdersCertificateholders. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or and the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2020-B Basic Documents; (biii) 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 2020-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2020-B Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2020-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2020-B Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2020-B Basic Documents.

Purposes and Powers. The purpose of the Trust is to to, and the Trust shall have the power and authority to, engage only in the following activities: (ai) to issue and sell on the Closing Date the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositorsupplements thereto, and the Trust Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the issuance Basic Documents, pools of the CertificateTrust Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; andforegoing; (gvi) 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 Owner Noteholders; and (vii) if so directed by the Administrator, and subject to the NoteholdersRating Agency Condition, to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes. 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.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2021-B Basic Documents; (biii) 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 2021-B Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2021-B Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2021-B Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2021-B Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2021-B Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2025-A Basic Documents; (biii) 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 2025-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2025-A Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2025-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2025-A Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2025-A Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is to engage in the following activities: (ai) to issue and execute the Notes pursuant to the Indenture and the Certificate pursuant to sell this Agreement and to convey and deliver the Notes Securities upon the written order of the DepositorTransferor; (ii) to issue, and 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 issue transfer all or a Certificate portion of such securities to the Depositor upon Transferor or an Affiliate thereof, subject to compliance with the written order of the Depositor2020-A Basic Documents; (biii) 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 2020-A Exchange Note from the Transferor pursuant to the Second-Tier Sale Agreement in exchange for the Notes and Certificates; (v) to use (or permit the Transferor to use) the proceeds of the sale of the Notes and to (A) fund the issuance of the Certificate2020-A Reserve Account, to (B) pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustIssuer and (C) pay the remaining balance to the Transferor; (dvi) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate (as defined in the Indenture) pursuant Notes and to cause any excess amounts to be paid to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, Certificateholders in accordance with the Indenture; (evii) to Grant the 2020-A Collateral to the Indenture Trustee pursuant to the Indenture to secure payment on the Notes; (viii) to enter into and perform its obligations under the 2020-A Basic Documents to which it is to be a party;; and (fix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and. (gb) 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 Owner and the Noteholdersforegoing activities. The Trust Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other 2020-A Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates in one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateTrust Certificates, to pay purchase the Depositor Financed Student Loans and to fund the amounts owed Pre-Funding Account pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner holders of the Trust Certificates pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner holders of the Trust Certificates, the holders of the Notes and the Noteholdersothers specified in Section 5.05 of the Sale and Servicing Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to acquire, manage and hold the Receivables to be transferred to the Trust from time to time pursuant to the Trust Sale and Servicing Agreement; (ii) to issue and sell the Notes pursuant to the Indenture or pursuant to another indenture, note purchase agreement or similar agreement and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, and to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of sell, transfer or exchange the Notes and the issuance of the Certificate, Certificates; (iii) to pay acquire property and assets from the Depositor the amounts owed pursuant to Section 2.01 of the Trust Sale and Servicing Agreement, by directing to make payments or distributions on the Representatives Securities, to wire transfer such proceeds in accordance with instructions received make withdrawals from the Depositor; (c) with Reserve Fund and other accounts established pursuant to the proceeds from capital contributions from the Depositor, Basic Documents and to pay organizational the organizational, start-up and transactional expenses of the Trust; (div) to establish, acquire, hold and terminate liquidity, credit and other enhancement arrangements, including any Specified Support Arrangement existing from time to time, and perform its obligations thereunder; (v) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificate Owners pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (evi) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) 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 Owner and the NoteholdersSecurityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorCertificates; (bii) with the proceeds of the sale of the Notes and the issuance of Certificates, to fund the CertificatePre-Funding Account and the Reserve Account, to pay the Depositor organizational, start-up and transactional expenses of the amounts owed Trust and to pay the balance to the Seller pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in Property, other than the Indenture) Certificate Policy, to the Indenture Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Indenture Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate Property released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Related Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or expressly authorized by the terms of this Agreement or the Basic Related Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $12,040,248 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $ aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with to enter into and perform its obligations under any currency exchange rate protection agreement between the proceeds 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 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 sale foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));] (iv) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed Certificates pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (dv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in pursuant to, and on the Indenture) pursuant to terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (evi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) 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 Owner [Swap Counterparty][Cap Provider],] the Certificateholders and the NoteholdersNoteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Trust shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities: (ai) to acquire, hold and dispose of the Trust Assets; (ii) to be the named title holder on the Certificate of Title for certain of the Leased Vehicles and, in such nominee capacity, to take such actions as the applicable Holders shall direct in accordance with this Agreement; (iii) to issue General Interest Certificates representing the Notes pursuant to the Indenture and to sell the Notes upon the written order divided beneficial interest of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order Holders of the DepositorGeneral Interest in the General Trust Assets; (biv) with upon the proceeds direction of the sale of the Notes and the issuance of the CertificateRequisite GI Holder as provided herein, to pay issue one or more series of Portfolio Interest Certificates representing divided beneficial interests in the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositorrelated Portfolio Assets; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is or is to be a party; (fvi) to engage in those activities, including entering into agreementsagreements (including Leases), that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (gvii) 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 Assets and the making of payments or distributions to the Owner and Holders; and (viii) such other activities with respect to each Trust Interest as agreed by the Noteholders. Requisite Holders of the Certificates related to such Trust Interest. (b) The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $3,778,476 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to execute and deliver the Basic Documents to which the Trust is a party and carry out the terms of such Basic Agreements; (ii) to acquire, manage and hold the Loans and the Receivables; (iii) to issue the Notes pursuant to the Indenture and to sell sell, transfer or exchange the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorNotes; (biv) with to acquire property and assets from the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed Transferor pursuant to Section 2.01 of the Sale Pooling and Servicing Agreement, by directing to make payments or distributions to the Representatives Securityholders, to wire transfer such proceeds in accordance with instructions received make deposits into and withdrawals from the Depositor; (c) with Reserve Account and other accounts established pursuant to the proceeds from capital contributions from the Depositor, Basic Documents and to pay organizational the organizational, start-up and transactional expenses of the Trust; (dv) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Registered Owners pursuant to the terms of this Agreement and the Sale Pooling and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (evi) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Owner and the NoteholdersSecurityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $52,093,971 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $________ aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is to -------------------- engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateMortgage Loans, and to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Master Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $9,808,817 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $33,551,144 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon Series Supplement and the written order of the Depositor, and Certificates pursuant to this Agreement and the Series Supplement, and to issue a Certificate to sell the Depositor upon the written order of the DepositorNotes; (bii) with the proceeds of the sale of the Notes Notes, to fund the expense of obtaining any Series Support and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Master Sale and Servicing Agreement; (diii) with respect to the Series Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Series Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to Series Supplement for the terms benefit of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureNoteholders; (eiv) to enter into and perform its obligations under the Basic Documents and the Related Documents, in each case, to which it is to be a party; (fv) to acquire, hold and manage the Owner Trust Estate; (vi) to make distributions on the Certificates in accordance with their respective terms; (vii) to own Class SV Preferred Stock of the Depositor; (viii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gix) subject to compliance with the Basic Documents and the Related 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 Owner Certificateholders and the Noteholders. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or Agreement, the Basic Documents or any Related Documents.

Purposes and Powers. (a) The purpose of the Trust is to ------------------- engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorsuch Notes; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor and the amounts owed Company, as their interests may appear pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, to the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (gvi) 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 Owner Owners and the Noteholders; and (vii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to to, and the Trust shall have the power and authority to, engage only in the following activities: (ai) to issue and sell on the Closing Date the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositorsupplements thereto, and the Trust Certificate, substantially in the form of Exhibit A hereto, pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with the proceeds of the sale of the Notes and Notes, to purchase, in accordance with the issuance Basic Documents, pools of the CertificateTrust Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Master Terms Sale Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Eligible Lender Trust Agreement (Issuer) and the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; andforegoing; (gvi) 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 Owner Noteholders; (vii) to enter into and perform its obligations under the indemnification agreement, dated March 28, 2008, among SLC, the Depositor, the Trust and the NoteholdersSwap Counterparty; and (viii) if so directed by the Administrator, and subject to the Rating Agency Condition, to enter into one or more interest rate derivative agreements with one or more interest rate derivative counterparties to hedge some or all of the interest rate risk of the Notes. 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.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $21,832,402 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is to ------------------- engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust certificates, to purchase the CertificateMortgage Loans, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes Bonds pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorsuch Bonds; (bii) with the proceeds of the sale of the Notes Bonds and the issuance of Certificates, to fund the Certificate, Prefunding Account and the Capitalized Interest Account and to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Mortgage Loan Contribution Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement Holders any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is or is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (gvi) 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 and payments to the Owner Holders and the NoteholdersBondholders; and (vii) to issue the Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with to enter into and perform its obligations under any currency exchange rate protection agreement between the proceeds of Trust and a counterparty, including any confirmations evidencing the sale of transactions thereunder, using only the funds payable to the Certificateholders as provided in Section 5.02(d); (iii) [reserved]; (iv) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed Certificates pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (dv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in pursuant to, and on the Indenture) pursuant to terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (evi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) 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 Owner Certificateholders and the NoteholdersNoteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Trust shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is to engage in the following activities: (ai) to acquire, manage and hold the Receivables; (ii) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, to issue a Certificate sell, transfer or exchange the Notes and to transfer and exchange the Depositor upon the written order of the DepositorCertificates; (biii) with to acquire property and assets from the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed Seller pursuant to Section 2.01 of the Sale Pooling and Servicing Agreement, by directing to make payments or distributions on the Representatives Securities to wire transfer such proceeds in accordance with instructions received the Securityholders, to make deposits into and withdrawals from the Depositor; (c) with Reserve Account, the proceeds from capital contributions from Pre- Funding Account, the Depositor, Negative Carry Account and other accounts established pursuant to the Basic Documents and to pay organizational the organizational, start-up and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement and the Sale Pooling and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Owner and the NoteholdersSecurityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Owner Trust Certificate (hereinafter referred to as the "Certificate" or "Certificates") pursuant to this Owner Trust Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorCertificates; (b) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (dii) to assign, grant, transfer, pledge, mortgage pledge and convey the Trust Estate (as defined in the Indenture) Loans pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement Section 5.01 any portion of the Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (eiii) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or and the Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholders and the Indenture Trustee.

Purposes and Powers. The purpose of the Trust is to ------------------- engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates in one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateInitial Financed Student Loans, to fund the Pre-Funding Account and the Reserve Account, and to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Loan Sale Agreement; (diii) to acquire and hold any Additional Student Loans to be conveyed to the Trust subsequent to the Closing Date pursuant to the Loan Sale Agreement; (iv) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner Certificateholders, the Noteholders and the Noteholdersothers specified in Section 2(d) of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateMortgage Loans, and to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Master Servicing Agreement; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Owners pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Owners and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuing Entity is, and the Issuing Entity shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and Trust Certificates pursuant to sell this Agreement; (ii) to acquire the 20[•]-[•] Series Certificate from the Depositor and the other property of the Trust Estate in exchange for (A) the issuance of the Notes upon the written order of to the Depositor, (B) certain capital contributions from the Depositor and pursuant to this Agreement to issue a (C) the issuance of the Trust Certificate to the Depositor upon the written order of the Depositor; (biii) with the proceeds to pay interest on and principal of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorNotes; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, pledge mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Owner Trust Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust Issuing Entity pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it the Issuing Entity is to be a party; (fvi) to engage in those activitiesother transactions, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith; and (gvii) 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 Owner Trust Certificateholders and the NoteholdersNoteholders and in respect of amounts to be released to the Servicer, and the Administrative Agent and third parties, if any. 2 (NALT 20[●]-[●] Amended and Restated Trust Agreement) (b) The Trust Issuing Entity 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.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $25,829,050 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage in the following activities: (ai) to acquire, manage and hold the Receivables; (ii) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, and to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of sell, transfer or exchange the Notes and the issuance of Certificates; (iii) to acquire certain property and assets from the Certificate, to pay the Depositor the amounts owed Seller pursuant to Section 2.01 of the Trust Sale and Servicing Agreement, by directing to make payments tothe Noteholders and the Representatives Certificateholders, to wire transfer such proceeds in accordance with instructions received make deposits into and withdrawals from the Depositor; (c) with the proceeds from capital contributions from the Depositor, Reserve Account and to pay organizational the organizational, start-up and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; and (gvii) 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 Owner Certificateholders and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorTrust Certificates in one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of Trust Certificates, to purchase the CertificateInitial Financed Student Loans, to fund the Pre-Funding Account and the Reserve Account, and to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Loan Sale Agreement; (diii) to acquire and hold any Additional Student Loans to be conveyed to the Trust subsequent to the Closing Date pursuant to the Loan Sale Agreement; (iv) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner Certificateholders, the Noteholders and the Noteholdersothers specified in Section 2(d) of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Excess Distribution Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorin one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to pay fund the Depositor the amounts owed Reserve Account pursuant to Section 2.01 2.9 of the Sale and Servicing Administration Agreement, by directing to fund the Representatives Capitalized Interest Account pursuant to wire transfer such proceeds Section 2.10(a) of the Administration Agreement, to fund the Pre-Funding Account pursuant to Section 2.10(j) of the Administration Agreement, to make the Collection Account Initial Deposit, to purchase the Initial Trust Student Loans on the Closing Date and any Additional Trust Student Loans during the Funding Period, in accordance with instructions received from each case pursuant to the DepositorSale Agreement, and to make the upfront payment pursuant to the Interest Rate Cap Agreement; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Owner Excess Distribution Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party, including, but not limited to, making the required payments set forth under the Swap Agreements; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Noteholders and the Noteholdersothers specified in Sections 2.7 and 2.8 of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $39,240,380 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to issue one or more Classes of the Trust Certificates pursuant to this Agreement and to sell the Trust Certificates in one or more transactions; (b) to issue one or more Series of Notes pursuant to the Master Indenture and the applicable Terms Supplement and to sell the Notes upon in one or more transactions in accordance with instructions received from the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAdministrator; (bc) with the proceeds of the sale of the Notes and the issuance of the CertificateTrust Certificates, to pay acquire, from time to time, the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustFinanced Student Loans; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and the applicable Terms Supplement and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale Transfer and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture and the applicable Terms Supplement; (e) from time to time to sell and dispose of the Financed Student Loans in accordance with the terms of the Basic Documents; (f) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fg) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gh) 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 Owner Certificateholders, the Noteholders and the Noteholdersothers specified in Article V of the Transfer and Servicing Agreement and or contemplated by the Basic Documents. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. Notwithstanding anything in this Agreement or the Basic Documents to the contrary, for so long as the Depositor is a Certificateholder, the Trust's activities shall be limited to activities that are part of, or incidental to, the business of banking.

Purposes and Powers. The purpose of the Trust is --------------------- to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Owner Trust Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorCertificates; (bii) with to purchase the proceeds of the sale of the Notes Loans and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage pledge and convey the Trust Estate (as defined in the Indenture) Loans pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement Section 5.01 any portion of the Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (eiv) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (gvii) 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 Owner and Securityholders. The Trust is hereby authorized to engage in the Noteholdersforegoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Owner Trust Agreement or the Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholders and the Indenture Trustee.

Purposes and Powers. The purpose of the Trust is is, and the Trust shall have the power and authority, to engage solely in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement, and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositor; (bii) with to use the proceeds of the sale of the Notes and Notes, at the issuance direction of the CertificateDepositor, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to pay organizational interest on and transactional expenses principal of the TrustNotes and to pay Excess Collections to the Certificateholders; (div) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in other than the IndentureCertificate Payment Account and the proceeds thereof) pursuant to the Indenture and to hold, manage and distribute to the Owner Trustee pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Transaction Documents to which it is to be a party; (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Noteholders and the Certificateholders; [and] (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith[.][; and] (gviii) subject [to compliance enter into interest rate swaps or caps in connection with the Basic Documents, Notes.] The Trust 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 Owner and the Noteholdersforegoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $25,896,582 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture Indenture, and the Trust Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorin one or more transactions; (bii) with to deposit and apply the proceeds of the sale of the Notes and the issuance Notes, as specified in Article V of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorIndenture; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Owner Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to originate and acquire Financed Eligible Loans; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Estate. The Trust is hereby authorized to engage in the foregoing activities and the making of distributions to the Owner and the Noteholdersany activities that are necessary or incidental thereto. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents. In no event shall the Delaware Trustee or any other Person have any power to agree to any change in the terms of a Financed Eligible Loan that would be a "significant modification" within the meaning of Treasury Regulations Section 1.1001-3 (or any successor regulation), unless an opinion of nationally recognized tax counsel, obtained at the sole expense of the party requesting an action otherwise prohibited by clause (i) or (ii) of this sentence and delivered to the Delaware Trustee, states that such action would (a) not cause the Certificates to be treated other than as interests in a partnership or disregarded entity for federal and relevant state tax purposes, (b) not cause the Notes to be treated other than as debt for federal and relevant state purposes and (c) not otherwise cause additional federal or relevant state tax to be imposed upon the Noteholders, the Delaware Trustee or the Trust.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) with to acquire the proceeds of Owner Trust Estate (including the sale of Receivables and related property) from the Depositor in exchange for the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed Certificates pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in pursuant to, and on the Indenture) pursuant to terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholders and the NoteholdersNoteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. The Trust shall not engage in any activity other than in connection with the foregoing or other than and as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $19,260,178 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is is, ------------------- and the Trust shall have the power and authority, to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorCertificates; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to pay the Depositor organizational, start-up and transactional expenses of the amounts owed Trust and to pay the balance to the Seller pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with to acquire, receive and accept from time to time the proceeds from capital contributions from the DepositorOwner Trust Estate, to pay organizational and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (as defined in other than the IndentureCertificate Distribution Account) to the Indenture Collateral Agent pursuant to the Indenture for the benefit of the Security Insurer and the Trustee on behalf of the Noteholders and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue and sell from time to time the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositorsupplements thereto, and the Trust Certificate, substantially in the form of Exhibit A hereof, pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAgreement; (bii) to borrow funds from time to time subject to the conditions for such borrowings set forth in the Indenture; (iii) with the proceeds of the sale of the Notes and the issuance Notes, to purchase from time to time pools of the CertificateFinanced Student Loans to be pledged as collateral for the Notes, to fund certain accounts for the benefit of the Noteholders, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustTrust and to pay the balances owed to the Depositor for the purchases made pursuant to the Loan Sale and Contribution Agreement, provided, however, the Trust shall not purchase Financed Student Loans more frequently than once a month; (div) to enter into derivative product agreements; (v) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) Property pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (evi) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gviii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documentsother Trust Related Agreements.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to acquire, manage and hold the Loans; (b) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and Certificates pursuant to this Agreement Agreement, to issue a Certificate to the Depositor upon the written order of the Depositor; (b) with the proceeds of the sale of sell, transfer or exchange the Notes and to transfer and exchange the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the DepositorCertificates; (c) with the proceeds from capital contributions to acquire property and assets from the DepositorSeller pursuant to the Pooling and Servicing Agreement, to make payments or distributions on the Securities to the Securityholders, to make deposits into and withdrawals from the Reserve Account and other accounts established pursuant to the Basic Documents and to pay organizational the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the terms of the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of this Agreement and the Sale Pooling and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable suitable, desirable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments or distributions to the Owner and the NoteholdersSecurityholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $21,759,823 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $15,279,095 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $11,275,240 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (a) to issue one or more Classes of the Certificates pursuant to this Agreement and to sell the Certificates in one or more transactions; (b) to issue one or more Classes of Notes pursuant to the Master Indenture and the applicable Terms Supplement and to sell the Notes upon in one or more transactions in accordance with instructions received from the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorAdministrator; (bc) with the proceeds of the sale of the Notes and the issuance of the CertificateCertificates, to pay acquire, from time to time, the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the TrustFinanced Student Loans; (d) to assign, grant, transfer, pledge, hypothecate, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and the applicable Terms Supplement and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale Transfer and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the IndentureIndenture and the applicable Terms Supplement; (e) from time to time to sell and dispose of the Financed Student Loans in accordance with the terms of the Basic Documents; (f) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fg) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gh) 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 Owner Certificateholders, the Noteholders and the Noteholdersothers specified in the Transfer and Servicing Agreement and or contemplated by the Basic Documents. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $48,499,440 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorCertificates; (bii) with to purchase the proceeds Class A Ownership Interest in 1996-RHS4 LLC, to act as Managing Member of the sale of the Notes 1996-RHS4 LLC and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreementorganizational, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational start-up and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage pledge and convey the Trust Estate (as defined in the Indenture) Class A Ownership Interest pursuant to the Indenture and to hold, manage and distribute to the Owner Certificateholders pursuant to the terms of the Sale and Servicing Agreement Section 5.01 any portion of the Trust Estate Class A Ownership Interest released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (gvi) 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 Owner Certificateholders and the Noteholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Trust Agreement or the Basic Documents.Documents while any Note is outstanding without the consent of a majority of the Certificateholders and the Indenture Trustee. [NY01:241702.4] 16069-00382 12/19/96 10:59pm 3

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and the Excess Distribution Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the Depositorin one or more transactions; (bii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to pay fund the Depositor the amounts owed Reserve Account pursuant to Section 2.01 2.9 of the Sale and Servicing Administration Agreement, by directing to fund the Representatives Supplemental Purchase Account pursuant to wire transfer such proceeds Section 2.10(c) of the Administration Agreement, to make the Collection Account Initial Deposit, and to purchase the Initial Trust Student Loans on the Closing Date and any Additional Trust Student Loans during the Supplemental Purchase Period, in accordance with instructions received from each case pursuant to the Depositor;Sale Agreement (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (diii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate (as defined in to the Indenture) Indenture Trustee pursuant to the Indenture Indenture, and to hold, manage and distribute to the Owner Excess Distribution Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (eiv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party; (fv) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvi) 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 Owner Noteholders and the Noteholdersothers specified in Sections 2.7 and 2.8 of the Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $28,093,218 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is Issuer is, and the Issuer shall have the power and authority, to engage in the following activities: (ai) to acquire from time to time the Trust Property; (ii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes upon and the written order of the Depositor, and pursuant to this Agreement to issue a Certificate to the Depositor upon the written order of the DepositorCertificates; (biii) with the proceeds of the sale of the Notes and the issuance of the CertificateNotes, to fund Trust accounts, to pay the Depositor organizational, start-up and transactional expenses of the amounts owed Issuer and to pay the balance to Paragon Auto pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (c) with the proceeds from capital contributions from the Depositor, to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in Property to the Indenture) Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to the Owner Certificateholder(s) and the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate Property released from the Lien of, and remitted to the Trust Issuer pursuant to, the IndentureIndenture and the Sale and Servicing Agreement; (ev) to enter into and perform its obligations under the Basic Related Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner Certificateholder(s) and the Noteholders. The Trust Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Related Documents.

Purposes and Powers. The purpose of the Trust is to engage in the following activities: (ai) to issue the Notes pursuant to the Indenture and to sell the Notes upon the written order of the Depositor, and pursuant to this Agreement to issue a Certificate with a $25,534,183 aggregate principal amount to the Depositor upon the written order of the Depositor; (bii) with the proceeds of the sale of the Notes and the issuance of the Certificate, to pay the Depositor the amounts owed pursuant to Section 2.01 of the Sale and Servicing Agreement, by directing the Representatives to wire transfer such proceeds in accordance with instructions received from the Depositor; (ciii) with the proceeds from capital contributions from the Depositor, to fund the Reserve Account and to pay organizational and transactional expenses of the Trust; (div) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate (as defined in the Indenture) pursuant to the Indenture and to hold, manage and distribute to the Owner pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ev) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (fvi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (gvii) 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 Owner and the Noteholders. The Trust shall not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents.