Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the 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; (iv) to execute, deliver and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements 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 enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), ) and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause give the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate Mortgage Loans pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Certificateholder pursuant to the terms of the Sale and Servicing Agreement Section 5.01 herein, any portion of the Owner Trust Estate Mortgage Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a partyparty and, in accordance with the terms of Article IV, to take any actions requested by the Holders of the Certificates under the Basic Documents; (v) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Collateral subsequent to enter the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Collateral and the making of distributions to the Certificateholders Certificateholder and the Noteholders; and (viii) as set forth in the Indenture, at any time on or after the Closing Date, the Issuer shall have the right to convey to the Collateral, solely for the benefit of the Holder of the Certificates, a derivative contract or comparable instrument. Any such instrument shall constitute a fully prepaid agreement. All collections, proceeds and other amounts in respect of such an instrument shall be distributed to the Certificates on the Payment Date following receipt thereof by the Indenture Trustee or the Securities Administrator. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account and Fund, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer all or any portion of the Trust Estate except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

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

Purposes and Powers. The purpose of the Grantor Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Grantor Trust shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Issuer to engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Grantor Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer and exchange the Notes and the Grantor Trust Certificates and to make distributions to the DepositorGrantor Trust Certificateholders; (iib) with to acquire the proceeds of the sale of the Notes, to purchase the Receivables, to execute Grantor Trust Estate and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Grantor Trust Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Grantor Trust Estate released from the Lien lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (ivc) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vd) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps an accession agreement; and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viie) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Grantor Trust Certificateholders and payments to the Noteholders. The Each of the Grantor Trust Trustee and the Administrator, as applicable, shall have the power and authority to, and each is hereby authorized and empowered in the name and on behalf of the Grantor Trust to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust and the Owner Trustee or the Servicer, as applicable, on behalf of the Trust, shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the Notes, to purchase fund the Receivables, to execute and deliver the Basic Documents to empower the Indenture TrusteeReserve Account, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Class N Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and the Holding Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to contribute the Receivables to the Holding Trust on the Closing Date in exchange for the Holding Trust Certificate and to act as the holder of the Holding Trust Certificate; (iv) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing Indenture Trustee on behalf of financing statements on its behalf in connection therewith), the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, 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 the filing of state business licenses (and other derivative instrumentsany renewals thereof) as prepared and instructed by the Depositor or the Servicer, including, without limitation, a Sales Finance Company Application with the Pennsylvania Department of Banking and Securities, Licensing Division, a Consumer Discount License Application with the Pennsylvania Department of Banking and Securities, Licensing Division, a Financial Regulation Application with the Maryland Department of Labor, Licensing and Regulation, and a Money Lender License Application with the South Dakota Department of Labor and Regulation; (vivii) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesaccept capital contributions in accordance with Section 2.5 of this Agreement; and (viiviii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 Grantor Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Grantor Trust shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Issuer to engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Grantor Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer and exchange the Notes and the Grantor Trust Certificates and to make distributions to the DepositorGrantor Trust Certificateholders; (iib) with to acquire the proceeds of the sale of the Notes, to purchase the Receivables, to execute Grantor Trust Estate and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grantGrant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Grantor Trust Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Grantor Trust Estate released from the Lien lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (ivc) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vd) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesan accession agreement; and (viie) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Grantor Trust Certificateholders and payments to the Noteholders. The Each of the Grantor Trust Trustee and the Administrator, as applicable, shall have the power and authority to, and each is hereby authorized and empowered in the name and on behalf of the Grantor Trust to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities Issuer is, and the Trust Issuer shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and and, if so requested by the Trust Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement Agreement, and to sell, transfer and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions to the DepositorResidual Interestholder; (iib) with to acquire the proceeds of property and assets set forth in the sale of Sale and Servicing Agreement from the Notes, Seller pursuant to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableterms thereof, to make deposits into to and withdrawals from the Collection Account and the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (iiic) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ivd) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (ve) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viif) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Residual Interestholder and the Noteholders. The Trust Owner Trustee is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activitiesactivities on behalf of the Issuer. The Trust Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities Issuer is, and the Trust Issuer shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Depositor, to engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement; (b) to make payments of interest on and principal of the Notes and to make distributions to the Certificateholders; (c) to sell, transfer and exchange the Notes and the Trust Certificates to the Depositor; (iid) with to acquire, hold and manage the proceeds Grantor Trust Certificate and the other assets of the sale of Issuer; (e) to acquire the Notes, property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, terms thereof; (f) to make deposits into to and withdrawals withdrawals, directly or indirectly, from the Reserve Collection Account and the Reserve Account; (g) to pay the organizational, start-up and transactional expenses of the TrustIssuer; (iiih) to form the Grantor Trust, enter into, execute, deliver and perform its obligations under the Grantor Trust Agreement, and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Receivables Contribution Agreement; (i) to assign, grantG▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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 Issuer pursuant to, the Indenture; (ivj) to enter the Transaction Documents to which it is a party and to execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vk) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesan accession agreement; and (viil) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee and the Administrator, as applicable, shall have the power and authority to, and each is hereby authorized and empowered, in the name of and on behalf of the Issuer, to enter into such agreements with others do or cause to enable them be done, all acts and things necessary, appropriate, or convenient to carry out cause the Issuer to engage in the foregoing activities. The Trust Neither the Issuer nor any Person acting on behalf of the Issuer shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account and Fund, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grantg▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer all or any portion of the Trust Estate except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account and Fund, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer all or any portion of the Trust Estate except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. The purpose of the Grantor Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Grantor Trust shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Grantor to engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Grantor Trust Certificates pursuant to this Agreement Agreement; (b) to make distributions to the Grantor Trust Certificateholders; (c) to sell, transfer and to transfer exchange the Notes and the Grantor Trust Certificates to the DepositorGrantor; (iid) with to acquire and hold the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustGrantor Trust Estate; (iiie) to assign, grantG▇▇▇▇, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Grantor Trust Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Grantor Trust Estate released from the Lien lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (ivf) to enter into the Transaction Documents to which it is a party and to execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vg) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesan accession agreement; and (viih) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Grantor Trust Certificateholders and payments to the Noteholders. The Each of the Grantor Trust Trustee and the Administrator, as applicable, shall have the power and authority to, and each is hereby authorized and empowered in the name and on behalf of the Grantor Trust to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered without further trust action(but shall not be obligated), in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activities: (ia) to execute, authenticate, deliver, and issue and cause from time to be authenticated time the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and, if applicable, a supplement hereto, and to sell the Notes and to transfer the Notes Trust Certificates pursuant to such agreements and the Trust Certificates to the Depositorother Transaction Documents; (iib) with the proceeds of the sale of the Notes, to purchase the ReceivablesInitial Loans, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to fund the Transaction Accounts then permitted or required to be funded pursuant to the Sale and Servicing Agreement or the Indenture; (iiic) as permitted under the Transaction Documents, to purchase, acquire, own, hold, receive, manage, exercise rights and remedies with respect to, sell, transfer and dispose of, the Trust Estate or any portion thereof as well as any permitted Trust subsidiary; (d) to assign, grant, transfer, pledge, mortgage mortgage, convey and convey grant a security interest in the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage, transfer and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of this Trust Agreement and 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, the Indenture; (ive) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a partyparty and to exercise its rights and remedies thereunder; (vf) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate and the making of distributions to the Certificateholders, the Noteholders and others specified in the Transaction Documents; and (g) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Nothing contained herein shall be deemed to authorize the Owner Trustee on behalf of the Trust to engage in any other business operations or any activities other than those set forth in this Section 2.03. Specifically, the Owner Trustee shall have no authority on behalf of the Trust to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate from time to time in accordance with the Transaction Documents. Similarly, the Owner Trustee shall have no discretionary duties other than performing those acts necessary to accomplish the purpose of this Trust as set forth in this Section 2.03, certain of which may be delegated to the Servicer or the Administrator. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their sale by the Initial Purchaser.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) 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 cause to be authenticated sell the Notes pursuant to the Indenture or to another indenture, note purchase agreement or similar agreement and the Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the Notes and the Trust Certificates to the DepositorCertificates; (iiiii) with to acquire property and assets from the proceeds of Seller pursuant to the sale of the Notes, to purchase the Receivables, to execute Trust Sale and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableServicing Agreement, to make deposits into and payments or distributions on the Securities, to make withdrawals from the Reserve Account Fund and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust; (iiiiv) to establish, acquire, hold and terminate liquidity, credit and other enhancement arrangements, including each basis swap and other Specified Support Arrangement from time to time, and perform its obligations thereunder; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificate Owners pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvii) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionactivities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage pledge and convey the Owner Trust Estate Collateral pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement Section 5.02 herein, any portion of the Owner Trust Estate Collateral released from the Lien of, and remitted to to, the Trust pursuant to, to the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) if directed by holders of Certificates representing more than 50% of the beneficial interests in the Trust, sell the Owner Trust Estate subsequent to enter the discharge of the Indenture, all for the benefit of the holders of the Certificates; (vi) to have certain portions of the Owner Trust Estate specified in the Indenture qualify as, and conduct the affairs of the Owner Trust Estate so that it qualifies as, one or more REMICs formed pursuant to the Indenture; (vii) to engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and the NoteholdersNote Insurer. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage solely in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Trust Agreement, and to transfer sell the Notes and the Trust Certificates to upon the written order of the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (iv) to form the Grantor Trust, enter into and perform its obligations under the Grantor Trust Agreement, acquire the Grantor Trust Certificate from the Grantor Trust and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Receivables Contribution Agreement; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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 Issuer pursuant to, the Indenture; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the NoteholdersCertificateholders; (viii) to acquire, hold and manage the assets of the Trust and the proceeds of those assets; and (ix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 Grantor Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Grantor Trust shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Grantor to engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Grantor Trust Certificates pursuant to this Agreement Agreement; (b) to make distributions to the Grantor Trust Certificateholders; (c) to sell, transfer and to transfer exchange the Notes and the Grantor Trust Certificates to the DepositorGrantor; (iid) with to acquire and hold the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustGrantor Trust Estate; (iiie) to assign, grantG▇▇▇▇, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Grantor Trust Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Grantor Trust Estate released from the Lien lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (ivf) to enter into the Transaction Documents to which it is a party and to execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party;; 2 Amended and Restated Grantor Trust Agreement (vg) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesan accession agreement; and (viih) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Grantor Trust Certificateholders and payments to the Noteholders. The Each of the Grantor Trust Trustee and the Administrator, as applicable, shall have the power and authority to, and each is hereby authorized and empowered in the name and on behalf of the Grantor Trust to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform Company has been formed solely for the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionpurposes: (i) purchasing or otherwise acquiring from time to issue time all right, title and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement interest in and to transfer exchange notes secured by a reference pool of motor vehicle lease contracts, monies due thereunder and related rights and other property appurtenant thereto and proceeds of any of the Notes and the Trust Certificates to the Depositorforegoing (collectively, “Assets”); (ii) acquiring, owning, holding, servicing, selling, assigning, pledging granting security interests in, and otherwise dealing with the proceeds Assets, collateral securing the Assets, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of the sale Assets and any proceeds or further rights associated with any of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trustforegoing; (iii) forming Trusts and transferring from time to assigntime the Assets, grantor interests therein, transfer, pledge, mortgage and convey cash or other assets owned by the Owner Trust Estate Company to Trusts pursuant to one or more exchange note transfer agreements, trust agreements or other agreements, including any amendments to any of the Indenture foregoing, and executing and delivering the foregoing agreements, purchase agreements, underwriting agreements or similar agreements which may be required or advisable to effect issuances and sales of Securities, administration agreements, custodial agreements, pledge agreements, security agreements, promissory notes, revolving liquidity notes, contribution agreements and any other agreement to provide credit or liquidity enhancement to or maintain the ratings assigned to any Security or increase the credit quality of any Security or that is otherwise necessary, suitable or convenient for the accomplishment of the transactions contemplated by this Section 3.1 (including contracting with the Servicer any amendments to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms any of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien offoregoing, and remitted to the Trust pursuant tocollectively, the Indenture“Securitization Agreements”); (iv) authorizing, selling, delivering, acquiring, pledging and otherwise dealing with the Securities; (v) holding and enjoying all of the rights and privileges of any subordinate or residual certificates issued under Securitization Agreements, and selling and delivering any interests for a purchase price determined under fair and commercially reasonable terms; (vi) preparing, executing and filing with the Securities Exchange Commission a registration statement, including a prospectus and forms of prospectus supplements relating to Securities; (vii) preparing private placement memorandums relating to Securities to be offered and sold privately; (viii) performing its obligations under each Securitization Agreement to which it is a party; and (ix) engaging in any activity and exercising any powers permitted to limited liability companies organized under the Act that are incidental to and necessary, suitable or convenient for the accomplishment of the foregoing. (b) The Company is hereby authorized to execute, deliver and perform perform, and the Member or cause any Director or officer on behalf of the Company are hereby authorized to execute and deliver, the Securitization Agreements and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any Member, Director, officer or other Person notwithstanding any other provision of this Agreement. The foregoing authorization shall not be performed its obligations under deemed a restriction on the Basic Documents to which it is to be a party; (v) powers of the Member or any Director or officer to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation on behalf of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic DocumentsCompany.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust Owner Trustee and the Co-Owner Trustee on behalf of the Trust, but each only to the extent provided in this Agreement, shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated sell the Notes pursuant to the Indenture and the Trust Certificates initial Certificate pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust from amounts on deposit in the Certificate Contribution Account; (ii) to execute and deliver the Depositor Transfer and Sale Agreement, whereby the Depositor and the Depositor Eligible Lender Trustee shall transfer and assign to the Trust and the Trust Eligible Lender Trustee all of the Trust Property; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant Property to which it holds title and all of its right, title and interest in the Depositor Transfer and Sale Agreement to the Indenture Trustee for the benefit of the Noteholders (including contracting with and to execute (by any one or more of the Servicer to make the filing of Trustees) and file UCC financing statements on its behalf in connection therewith), as deemed necessary or appropriate to evidence the same) and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Certificateholder pursuant to the terms of the Sale and Servicing Agreement hereof any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust Co-Owner Trustee for deposit in the Certificate Distribution Account pursuant to, the Indenture; (iv) to execute, deliver issue and sell one or more series of the Notes; (v) to enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholders Certificateholder. (b) Except as otherwise expressly provided herein with respect to the Owner Trustee and the Noteholders. The Trust Eligible Lender Trustee, the Co-Owner Trustee is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust Co-Owner Trustee shall not enter into engage in any agreements 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 Documents.

Purposes and Powers. The purpose Company has been formed solely for the following purposes: (a) purchasing or otherwise acquiring from time to time all right, title and interest in and to installment sale or lease contracts or promissory notes arising out of or relating to the purchase or lease of motor vehicles, monies due thereunder, the motor vehicles financed thereby or security interests therein, proceeds from claims on insurance policies related thereto, liquidation proceeds thereof and related rights and other property appurtenant thereto and proceeds of any of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities and the Trust shall have the power and authorityforegoing (collectively, "Assets"); (b) acquiring, owning, holding, servicing, selling, assigning, pledging, granting security interests in, and otherwise dealing with the Assets, collateral securing the Assets, related insurance policies, agreements with motor vehicle dealers or lessors or other originators or servicers of the Assets and any proceeds or further rights associated with any of the foregoing; (c) forming Trusts and transferring from time to time the Assets, or interests therein, to Trusts pursuant to one or more sale and servicing agreements, trust agreements, pooling and servicing agreements or other agreements and executing and delivering purchase agreements, administration agreements, custodial agreements, and any other agreement (collectively, the "Securitization Agreements"), which may be required or advisable to effect issuances and sales of Securities; (d) authorizing, selling, delivering and acquiring the Securities; (e) holding and enjoying all of the rights and privileges of any subordinate or residual certificates issued under Securitization Agreements, and selling and delivering any interests for a purchase price determined under fair and commercially reasonable terms; (f) preparing, executing and filing with the Securities Exchange Commission a registration statement, including a prospectus and forms of prospectus supplements relating to Securities; (g) preparing private placement memorandums relating to Securities to be offered and sold privately; (h) performing its obligations under each Securitization Agreement to which it is hereby authorized and empowered without further trust action:a party; and (i) engaging in any activity and exercising any powers permitted to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the 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; (iv) to execute, deliver and perform or cause to be performed its obligations limited liability companies organized under the Basic Documents to which it is to be a party; (v) to enter into any agreements with others, Act that are incidental to and necessary, suitable or convenient to accomplish for the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation accomplishment of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documentsforegoing.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement Agreement, and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing Indenture Trustee on behalf of financing statements on its behalf in connection therewith), the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) at the direction of the Seller and subject to executethe requirements set forth in Section 2.12 hereof, deliver to enter into Derivative Contracts for the benefit of the Certificateholder; (v) to enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith (including the sale, from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and Servicing Agreement), the filing of state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer, including entering into interest rate swaps a Sales Finance Company Application (and caps any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and other derivative instruments; a Financial Regulation Application (viand any renewal thereof) with the Maryland Department of Labor, Licensing and Regulation, and the completion of any required documentation required to cause qualify some or all of the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the NotesNotes as “eligible collateral” under TALF; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) 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 cause to be authenticated sell the Notes pursuant to the Indenture or to another indenture, note purchase agreement or similar agreement and the Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the Notes and the Trust Certificates to the DepositorCertificates; (iiiii) with to acquire property and assets from the proceeds of Seller pursuant to the sale of the Notes, to purchase the Receivables, to execute Trust Sale and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableServicing Agreement, to make deposits into and payments or distributions on the Securities, to make withdrawals from the Reserve Account Fund and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust; (iiiiv) 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 Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificate Owners pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvii) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements 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 Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any derivative transactions in connection with the Notes or otherwise; (vi) to execute and deliver and, as applicable, enter into and perform its obligations under, one or more certifications as to TALF eligibility, one or more indemnity undertakings and other documents, certificates, notices, press releases, agreements with othersand instruments contemplated thereby or related thereto or otherwise necessary or incidental to qualifying the Class A Notes as “eligible collateral” under the Federal Reserve Bank of New York’s Term Asset-Backed Securities Loan Facility; (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionactivities: (ia) to acquire from the Depositor (or such other Person as may be specified in the Forepart) the Underlying Securities and other Trust Assets; (b) to issue the Certificates pursuant to the Series Trust Agreement; (c) to enter into and cause perform the Indenture and to be authenticated issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the DepositorIndenture; (iid) with the proceeds of the sale of the Certificates and the Notes, to pay the Depositor (or such other Person as may be specified in the Forepart) the purchase price of, and thereafter to hold, the Receivables, Underlying Securities and other Trust Assets; (e) to execute pledge and deliver the Basic Documents Trust Assets and any proceeds thereof to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Trustee pursuant to the terms of the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement hereof any portion of the Owner Trust Estate moneys released from the Lien of, and remitted to the Trust pursuant to, lien of the Indenture; (ivf) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a partySwap Agreement, any Related Agreement and any Credit Enhancement Agreement; (vg) to enter distribute to the Certificateholders as provided in Sections 6.2 and 8.2 hereof amounts, if any, received by the Trust on, or in respect of, the Underlying Securities and other Trust Assets, the Swap Agreement, any Related Agreement, and any Credit Enhancement Agreement; and (h) to engage in those limited activities, upon appropriate direction of the Depositor including entering into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance provided that they are not inconsistent with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation classification of the Owner Trust Estate and as a grantor trust or, if specified in the making of distributions to the Certificateholders and the NoteholdersForepart, as a partnership, or otherwise, for federal income tax purposes. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this the Series Trust Agreement or the other Basic Documents. In particular, after the Closing Date, and subject to Sections 5.2 and 5.3 below, the Trust shall not modify (or agree to the modification of), or purchase or otherwise acquire any additional assets except as provided by any Basic Document or any Trust Asset, and shall not modify (or agree to the modification of), its rights under the Swap Agreement, the Indenture, any Related Agreement or any Credit Enhancement Agreement, other than upon termination of the Trust. The Trust shall not, after the issuance of the Notes, agree to any amendment to the rights, preferences or privileges of the Noteholders, if such amendment adversely affects the rights, preferences or privileges of the Certificateholders, without the consent of Required Percentage - Amendment of the Certificateholders; provided that if any such amendment adversely affects any right to payment of interest or principal on the Certificates, the Trust shall not agree to such amendment without the consent of all the Certificateholders. The Trust shall not take any action that would cause it to fail to be classified as a grantor trust or, if specified in the Forepart, as a partnership, or otherwise, as may be specified in the Forepart for federal income tax purposes.

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

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust Issuer is to enter into contracts with others or delegate herein conserve the right Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes upon the written order of the Transferor; (ii) to acquire the 20[__]-[__] SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, in exchange for the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustCertificate; (iii) to pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with to the Servicer to make Indenture Trustee as security for the filing of financing statements on its behalf in connection therewith), Notes and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 Issuer pursuant to, the Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it the Issuer is to be a party; (vvi) to enter engage in other transactions, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. . (c) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust Issuer shall not enter into engage in any agreements 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 sole purpose of the Trust is to enter into contracts with others or delegate herein conserve the right to perform Trust Property and collect and disburse the following activities periodic income therefrom for the use and benefit of the Certificateholders and the Noteholders, and in furtherance of such purpose the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Notes and the ServicerCertificates, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance (net of the Pre-Funded Amount, if any) to the Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Related Documents to which it is or is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Related Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activitiesactivities and any activities that are necessary or incidental thereto. The Trust shall not enter into engage in any agreements 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. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement Agreement, and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase fund the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing Insurer and the Indenture Trustee on behalf of financing statements on its behalf in connection therewith), the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into the Swap Agreement; (v) to enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, 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 the filing of state business licenses (and any renewal thereof) as prepared and instructed by the Certificateholder or Servicer without further consent or instruction from the Instructing Party, including entering into interest rate swaps a Sales Finance Company Application (and caps any renewal thereof) with the Pennsylvania Department of Banking, Licensing Division, and other derivative instruments; a Financial Regulation Application (viand any renewal thereof) to cause with the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate Maryland Department of Labor, Licensing and deliver the NotesRegulation; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, authority and is hereby authorized and empowered without further trust actionauthorized, to engage in the following activities: (ia) to acquire, manage and hold the Receivables; (b) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the Notes and the Trust Certificates to the DepositorCertificates; (iic) with to acquire certain property and assets from the proceeds of Depositor on the sale of [Initial] Closing Date [and, from time to time, on the NotesSubsequent Closing Dates thereafter] pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to purchase make payments to the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Noteholders and the Servicer, as applicableCertificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iiid) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of this Agreement and 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, the Indenture; (ive) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vf) [to enter into any agreements interest rate swaps and caps and forward contracts, only in connection with othersthe Offered Notes on the [Initial] Closing Date;] (g) [to enter into interest rate swaps and caps and other derivative instruments in connection with the Restricted Notes and Certificates;] (h) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements 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 to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.]

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Holders, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer exchange the Notes and the Trust Certificates for the Trust Estate pursuant to the DepositorSale and Servicing Agreement; (ii) with to acquire the proceeds of the sale of the Notes, to purchase the Receivables, to execute Contracts and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals other property from the Reserve Account Depositor pursuant to the Sale and to pay the organizational, start-up and transactional expenses of the TrustServicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Holders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Holders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under SECTION 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or Trust as set forth in the Basic Documentsintroductory sentence of this Section.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein engage exclusively in the right to perform the following activities and the set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered without further trust actionempowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the activities set forth in this Section 2.03 as follows: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate and Residual Interest Certificate pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of Borrowings made pursuant to the NotesNote Funding Agreement, to purchase acquire the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account Timeshare Loans and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner assets constituting the Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the 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; (iv) to execute, deliver distribute to the Residual Interest Owner any portion of the Trust Estate released from the Lien of the Indenture simultaneously with the release of such property in accordance with the Indenture; (v) to enter into and perform or cause to be performed its the Trust’s obligations under the Basic Transaction Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Residual Interest Owner and the Noteholders. The ; and (viii) to file with the Delaware Secretary of State pursuant to Section 3810 of the Statutory Trust is hereby authorized to enter into such agreements with others to enable them to carry out Statute, (a) a certificate of trust, and any amendments thereto or restatements thereof which may become necessary or advisable, and (b) upon the foregoing activities. dissolution and winding up of the affairs of the Trust, a certificate of cancellation. (b) The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in Section 2.03(a) hereof. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those acts set forth above necessary to accomplish the purpose of this Agreement or the Basic DocumentsTrust as set forth in Section 2.03(a) hereof.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities Issuer is, and the Trust Issuer shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and and, if so requested by the Trust Certificates Residual Interestholder, to issue the Certificates, pursuant to this Agreement Agreement, and to sell, transfer and exchange the Notes and the Trust Certificates and to pay interest on and principal of the Notes and distributions to the DepositorResidual Interestholder, if any; (iib) with to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the proceeds 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 Notes, foregoing; (c) to purchase acquire the Receivables, property and assets set forth in the Sale and Servicing Agreement from the Seller pursuant to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableterms thereof, to make deposits into to and withdrawals from the Collection Account, the Principal Distribution Account, the Reserve Account, the Capitalized Interest Account and the Pre-Funding Account and to pay the organizational, start-up and transactional expenses of the TrustIssuer; (iiid) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement Residual Interestholder any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (ive) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vf) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viig) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Residual Interestholder, if any, and the Noteholders; and (h) at any time [with the prior consent of the Insurer], enter into derivatives transactions. The Trust Owner Trustee is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activitiesactivities on behalf of the Issuer. The Trust Neither the Issuer nor the Owner Trustee on behalf of the Issuer shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust Issuer is to enter into contracts with others or delegate herein conserve the right Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes upon the written order of the Transferor; (ii) to acquire the 2011-1 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, in exchange for the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustCertificate; (iii) to pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with to the Servicer to make Indenture Trustee as security for the filing of financing statements on its behalf in connection therewith), Notes and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 Issuer pursuant to, the Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it the Issuer is to be a party; (vvi) to enter engage in other transactions, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. . (c) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust Issuer shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities Issuer is, and the Trust Issuer shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Depositor, to engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement; (b) to make payments of interest on and principal of the Notes and to make distributions to the Certificateholders; (c) to sell, transfer and exchange the Notes and the Trust Certificates to the Depositor; (iid) with to acquire, hold and manage the proceeds Grantor Trust Certificate and the other assets of the sale of Issuer; (e) to acquire the Notes, property and assets set forth in the Sale and Servicing Agreement from the Depositor pursuant to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, terms thereof; (f) to make deposits into to and withdrawals withdrawals, directly or indirectly, from the Reserve Collection Account and the Reserve Account; (g) to pay the organizational, start-up and transactional expenses of the TrustIssuer; (iiih) to form the Grantor Trust, enter into, execute, deliver and perform its obligations under the Grantor Trust Agreement, and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Receivables Contribution Agreement; (i) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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 Issuer pursuant to, the Indenture; (ivj) to enter the Transaction Documents to which it is a party and to execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vk) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesan accession agreement; and (viil) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and payments to the Noteholders. The Trust Each of the Owner Trustee and the Administrator, as applicable, shall have the power and authority to, and each is hereby authorized and empowered, in the name of and on behalf of the Issuer, to enter into such agreements with others do or cause to enable them be done, all acts and things necessary, appropriate, or convenient to carry out cause the Issuer to engage in the foregoing activities. The Trust Neither the Issuer nor any Person acting on behalf of the Issuer shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The sole purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, to manage the Trust Estate and is hereby authorized collect and empowered without further trust actiondisburse the periodic income therefrom for the use and benefit of the Owners, and, in furtherance of such purpose, to engage in the following ministerial activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer hold and sell the Notes and the Trust Certificates to the DepositorCertificates; (iib) with the proceeds of the sale of the NotesNotes and the Trust Certificates, to purchase the ReceivablesLoans and other Loan Assets, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizationalbalance, start-up if any, to the Trust Depositor pursuant to the Transfer and transactional expenses of the TrustServicing Agreement; (iiic) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owners pursuant to the terms of the Sale Transfer and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (ivd) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (ve) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viif) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with the administration and conservation of the Owner Trust Estate (including the administration of the Loans) and the making of distributions to the Certificateholders Owners, the Noteholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSwap Counterparties. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Trust to engage in any business operations or any activities other than those set forth in the introductory sentence of this Section 2.03. Specifically, except as required or authorized permitted by the terms Transaction Documents, the Trust shall have no authority to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the Trust. The Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or Trust as set forth in the Basic Documentsintroductory sentence of this Section 2.03. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their purchase by the Initial Purchasers.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered without further trust action(but shall not be obligated), in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activities: (ia) to execute, authenticate, deliver, and issue and cause from time to be authenticated time the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and, if applicable, a supplement hereto, and to sell the Notes and to transfer the Notes Trust Certificates pursuant to such agreements and the Trust Certificates to the Depositorother Transaction Documents; (iib) with the proceeds of the sale of the Notes, to purchase the ReceivablesInitial Loans, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to fund the Transaction Accounts then permitted or required to be funded pursuant to the Sale and Servicing Agreement or the Indenture; (iiic) as permitted under the Transaction Documents, to purchase, acquire, own, hold, receive, manage, exercise rights and remedies with respect to, sell, transfer and dispose of, the Trust Estate or any portion thereof as well as any permitted Trust subsidiary; (d) to assign, grant, transfer, pledge, mortgage mortgage, convey and convey grant a security interest in the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage, transfer and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of this Trust Agreement and 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, the Indenture; (ive) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a partyparty and to exercise its rights and remedies thereunder; (vf) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate and the making of distributions to the Certificateholders, the Noteholders and others specified in the Transaction Documents; and (g) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Nothing contained herein shall be deemed to authorize the Owner Trustee on behalf of the Trust to engage in any other business operations or any activities other than those set forth in this Section 2.03. Specifically, the Owner Trustee shall have no authority on behalf of the Trust to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate from time to time in accordance with the Transaction Documents. The Owner Trustee shall have no discretionary duties hereunder. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their sale by the Initial Purchaser.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Issuer shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust Issuer is to enter into contracts with others or delegate herein conserve the right Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes upon the written order of the Transferor; (ii) to acquire the 2024-2 SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, in exchange for the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustCertificate; (iii) to pay interest on and principal of the Notes and distributions on the Trust Certificates; (iv) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with to the Servicer to make Indenture Trustee as security for the filing of financing statements on its behalf in connection therewith), Notes and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 Issuer pursuant to, the Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it the Issuer is to be a party; (vvi) to enter engage in other transactions, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. . (c) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust Issuer shall not enter into engage in any agreements 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 to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account and the Negative Carry Account, and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), ) and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause give the Issuing Entity Issuer Order to be delivered (as defined in the Indenture) to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (ia) to acquire, manage and hold the COLT 20 -SN Secured Notes and the other assets of the Trust; (b) to issue and cause to be authenticated the CARAT 20 -SN Notes pursuant to the CARAT Indenture and the Trust CARAT 20 -SN Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the CARAT 20 -SN Notes and the Trust Certificates to the DepositorCARAT 20 -SN Certificates; (iic) with to acquire certain property and assets from the proceeds of Depositor on the sale of Series 20 -SN Closing Date pursuant to the NotesTrust Sale and Administration Agreement and any other Further Transfer and Administration Agreement, to purchase make payments to the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator CARAT 20 -SN Noteholders and the Servicer, as applicableCARAT 20 -SN Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iiid) to assign, grant, transfer, pledge, mortgage and convey the Owner CARAT Trust Estate pursuant to the terms of the CARAT Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the CARAT 20 -SN Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Administration Agreement any portion of the Owner CARAT Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the CARAT Indenture; (ive) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the CARAT Basic Documents to which it is to be a party; (vf) to enter into any agreements interest rate swaps and caps and other derivative instruments in connection with othersthe CARAT 20 -SN Notes and the CARAT 20 -SN Certificates; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viih) subject to compliance with the CARAT Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the CARAT Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the CARAT Basic Documents.

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust Issuer is to enter into contracts with others or delegate herein conserve the right Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes upon the written order of the Transferor; (ii) to acquire the 20[__]-[__] SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, in exchange for the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustCertificate; (iii) to pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with to the Servicer to make Indenture Trustee as security for the filing of financing statements on its behalf in connection therewith), Notes and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 Issuer pursuant to, the Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it the Issuer is to be a party; (vvi) to enter engage in other transactions, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. . (c) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust Issuer shall not enter into engage in any agreements 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 to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionactivities: (i) to issue and cause to be authenticated the one or more Series of Notes pursuant to the related Indenture or Indentures and one or more Series of the Trust Certificates pursuant to this Agreement and the related Supplement or Supplements and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the NotesNotes and the Trust Certificates of a Series, to purchase the ReceivablesReceivables for such Series, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account Account, if any, for such Series, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement for such Series; (iii) to pay the organizational, start-up and transactional expenses of the TrustTrust for each Series; (iiiiv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate of a Series pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), for such Series and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owners pursuant to the terms of the Sale and Servicing Agreement for such Series any portion of the Owner Trust Estate of such Series released from the Lien of, and remitted to the Trust pursuant to, the such Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents for each Series to which it is to be a party; (vvi) to enter sell the Fixed Value Payments of a Series to the Depositor and, if requested by the Company for such Series (as assignee of the Depositor), subsequently to acquire the related Fixed Value Payments and to issue and sell the Fixed Value Securities; (vii) to engage in those activities, including entering into any agreements with othersagreements, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic DocumentsDocuments of each Series, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Series Owner Trust Estate for such Series and the making of distributions to the Certificateholders related Owners and the Noteholdersrelated Noteholders and in respect of the Fixed Value Securities for such Series. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic DocumentsDocuments for a Series.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owner, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account Contracts and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owner 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owner and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or Trust as set forth in the Basic Documentsintroductory sentence of this Section.

Purposes and Powers. The purpose nature of the Trust activities or purpose to be conducted or promoted by the Company is to enter into contracts with others or delegate herein the right to perform engage exclusively in the following activities and activities, in each case in accordance with the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionterms of this Agreement: (ia) holding title to issue Leases, Leased Vehicles and cause to be authenticated other Titling Company Assets for the Notes pursuant to benefit of the Indenture and Holders of the Trust Certificates pursuant to related Certificates, all in accordance with terms of this Agreement and to transfer the Notes and the Trust Certificates to the DepositorServicing Agreements; (iib) at the direction of the Member or a Holder, issuing Certificates representing a separate series of Titling Company Interest in the Company and the related Titling Company Assets in accordance with the proceeds terms of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator this Agreement and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trustrelated Titling Company Specification Notice; (iiic) at the direction of the Holders of any Series relating to assigna Titling Company Note Specified Interest, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto issuing one or more Titling Company Notes with respect to managing such Specified Interest, entering into the related Titling Company Note Indenture and distributing to the Certificateholders pursuant to the terms pledging any or all of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted related Specified Assets to the Trust pursuant to, the Indenturesecure such Titling Company Notes; (ivd) to execute, deliver and perform or cause to be performed performing its obligations under the Basic Documents agreements, instruments or other documents to which it is to be a party; (ve) assigning or otherwise transferring title to enter into any agreements with othersLeases, that are necessaryLeased Vehicles and Titling Company Assets to, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewithorder of, including entering into interest rate swaps and caps and other derivative instrumentsthe related Holders; (vif) borrowing on a revolving basis or otherwise from Ford Credit or any Servicer to cause finance the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate purchase of Leases and deliver the Notes; andrelated Leased Vehicles; (viig) subject to compliance entering into agreements and transactions relating to, or in furtherance of, any Enhancement; (h) entering into and performing its obligations under the Intercreditor Agreement; (i) taking any other action in connection with the Basic Documentsqualification, licensing or authorization of the Company to enter into engage in activities in any jurisdiction; (j) engaging in such other agreements to engage others activities as may be required necessary, convenient or advisable in connection with conservation holding title to such Leased Vehicles and other Titling Company Assets, the management of the Owner Trust Estate Titling Company Assets and the making of distributions to the Certificateholders Holders of Certificates and the making of payments to any Titling Company Noteholders. The Trust is hereby authorized ; and (k) engaging in any activity and exercising any powers permitted to enter into such agreements with others limited liability companies under the laws of the State of Delaware that are related or incidental to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements other than in connection with and necessary, convenient or advisable to accomplish the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documentsforegoing.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage solely in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Trust Agreement, and to transfer sell the Notes and upon the Trust Certificates to written order of the Depositor; (ii) with the proceeds of the sale of the Notes, [to purchase the Receivables, establish or cause to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from be established the Reserve Account and which the Depositor will initially fund on the Closing Date,] to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to pay Excess Collections to the Certificateholders; (iv) [to form the Grantor Trust, enter into and perform its obligations under the Grantor Trust Agreement, acquire the Grantor Trust Certificate from the Grantor Trust and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Receivables Contribution Agreement;] (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant (other than the Certificate Payment Account and the proceeds thereof) to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders Trustee 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; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders. Certificateholders; (viii) to acquire, hold and manage the assets of the Trust[, including the Receivables,] and the proceeds of those assets; [and] (ix) to engage 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] (x) [to enter into interest rate swaps or caps in connection with the Notes.] The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) 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 cause to be authenticated sell the Notes pursuant to the Indenture or pursuant to another indenture, note purchase agreement or similar agreement and the Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the Notes and the Trust Certificates to the DepositorCertificates; (iiiii) with to acquire property and assets from the proceeds of Seller pursuant to the sale of the Notes, to purchase the Receivables, to execute Trust Sale and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableServicing Agreement, to make deposits into and payments or distributions on the Securities, to make withdrawals from the Reserve Account Fund and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust; (iiiiv) 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 Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificate Owners pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvii) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities Issuer is, and the Trust Issuer shall have the power and authority, authority and is hereby authorized and empowered without further trust actionauthorized, to engage in the following activities: (i1) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement; (2) [to enter into and perform its obligations under any interest rate protection agreement or agreements relating to transfer the Notes between the Issuer and one or more counterparties, including any confirmations evidencing the transactions thereunder, each of which is an interest rate swap, an interest rate cap, an obligation to enter into any of the foregoing or any combination of any of the foregoing (including the Interest Rate [Swap][Cap] Agreement(s));] (3) to acquire the Transferred Assets from the Depositor in exchange for the Notes and the Trust Certificates pursuant to the DepositorSale and Servicing Agreement; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii4) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 Issuer pursuant to, the IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (iv5) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v6) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii7) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to [the Swap Counterparty,] 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 is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust Issuer shall not enter into engage in any agreements 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.. 2 (NAROT 20[ ]-[ ] Amended & Restated Trust Agreement)

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, to manage the Trust Estate and is hereby authorized collect and empowered without further trust actiondisburse the periodic income therefrom for the use and benefit of the Owner, and in furtherance of such purpose to engage in the following ministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorCertificate; (ii) with the proceeds of the sale of the NotesNotes and the Trust Certificate, to purchase the ReceivablesContracts and other Trust Assets, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizationalbalance, start-up if any, to the Trust Depositor pursuant to the Transfer and transactional expenses of the TrustServicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owner pursuant to the terms of the Sale Transfer and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owner and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or Trust as set forth in the Basic Documentsintroductory sentence of this Section.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account[, the Pre-Funding Account and the Negative Carry Account] [the Accumulation Account] and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), ) and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause give the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage solely in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Trust Agreement, and to transfer sell the Notes and the Trust Certificates to upon the written order of the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, establish or cause to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from be established the Reserve Account and which the Depositor will initially fund on the Closing Date, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and to make distributions to the Certificateholders; (iv) to form the Grantor Trust, enter into and perform its obligations under the Grantor Trust Agreement, acquire the Grantor Trust Certificate from the Grantor Trust and to convey the Grantor Trust Estate to the Grantor Trust pursuant to the Receivables Contribution Agreement; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Payment Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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 Issuer pursuant to, the Indenture; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the NoteholdersCertificateholders; (viii) to acquire, hold and manage the assets of the Trust and the proceeds of those assets; and (ix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and the Trustee shall have power and authority and is hereby authorized and empowered without further trust actionin the name and on behalf of the Trust to do or cause to be done all acts and things necessary, advisable or convenient to cause the Trust, to engage in the following activities: (i) to issue acquire the Underlying MELMAC Residual Rights from the MELMAC Depositor, to acquire the Maintenance and cause to be authenticated the Notes pursuant to the Indenture Operating Expenses and the Trust Certificates pursuant to this Agreement Underlying NELNET Residual Rights from the NELNET Depositor, and to transfer acquire from the Notes Depositors and to exercise all of the Trust Certificates to the DepositorUnderlying Ancillary Rights as provided in this Agreement; (ii) with the proceeds of the sale of to authorize, execute, authenticate, deliver and issue the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Subordinated Certificates and the Servicer, as applicable, Special Interest pursuant to make deposits into and withdrawals from this Agreement to or upon the Reserve Account and written direction of the Administrator; (iii) to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with extent not paid by the Servicer to make Depositors or the filing of financing statements on its behalf in connection therewith)Administrator, and to hold and enter into pay the Basic Documents to empower balance of any proceeds of the parties thereto with respect to managing and distributing Notes or the Subordinated Certificates to the Certificateholders pursuant to Depositors, pro rata based upon the terms fair market value of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted assets contributed to the Trust pursuant to, the Indentureby each; (iv) to enter into, execute, deliver deliver, and perform or cause to be performed its obligations under the Basic Related Documents to which it is to be a partyparty and to consummate the transactions contemplated hereby and thereby; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Related Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property, payment of the Notes and the making of distributions to the Certificateholders and the NoteholdersSubordinated Certificateholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 DocumentsRelated Documents and as may be suitable or convenient to accomplish such activities. The Administrator shall exercise all of the Underlying Ancillary Rights on behalf of the Trust; provided, however, that neither the Trust nor the Administrator may exercise any of the Underlying MELMAC Ancillary Rights or any of the Underlying NELNET Ancillary Rights described in clauses (b) or (c) of the definitions thereof without the consent of all of the Subordinated Certificateholders other than the Holder of the Special Interest and without complying with the provisions of Section 10.13 hereof.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Owner Trustee acting on behalf of the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to Certificates, in each case in accordance with the DepositorBasic Documents; (iib) with the proceeds of the sale of the NotesNotes and the Trust Certificates, to purchase or otherwise acquire the Initial Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance of such proceeds to the Depositor pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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; (ivd) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (ve) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viif) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Owner Trustee acting on behalf of the Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operation, acquire any assets other than those specifically included in the Trust Property or the Owner Trust Estate under Article II of the Sale and Servicing Agreement or otherwise vary the assets held by the Trust, except as authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owner, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorCertificate; (ii) with the proceeds of the sale of the NotesNotes and the Trust Certificate, to purchase the ReceivablesContracts and other Trust Assets, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Pooling and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owner pursuant to the terms of the Sale Pooling and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owner and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in this Section 2.03. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or the Basic DocumentsTrust as set forth in this Section 2.03.

Purposes and Powers. The sole purpose of the Trust is to enter into contracts with others or delegate herein conserve the right to perform Trust Property and collect and disburse the following activities periodic income therefrom for the use and benefit of the Certificateholders and the Noteholders, and in furtherance of such purpose the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionauthority to engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Notes and the ServicerCertificates, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance (net of the Pre-Funded Amount, if any) to the Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Related Documents to which it is or is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Related Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activitiesactivities and any activities that are necessary or incidental thereto. The Trust shall not enter into engage in any agreements 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. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in the introductory sentence of this Section.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities has been and is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates; to redeem Notes and Certificates to in accordance with the Depositorterms and conditions set forth herein and in the Indenture; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Notes and the ServicerCertificates, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Seller from time to time pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate Property released from the Lien of, and remitted to the Trust pursuant to, the Indenture; and, in connection with a purchase of the Trust Property, to assign, grant, transfer, pledge, mortgage and convey the Trust Property to such purchaser or purchasers and upon receipt of proceeds from such sale release the Lien of the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Related Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Related Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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. (a) The purpose of the Trust Issuer is to enter into contracts with others or delegate herein the right to perform the following activities and conserve the Trust shall have Estate in accordance with the power Transaction Documents, to maximize the economic return to the Ownership Certificateholder and, in furtherance thereof, to engage in the activities specified below. Notwithstanding anything in this Agreement, the Transaction Documents or any other agreement to the contrary, the Issuer has full right, power, authority and authorityauthorization, and is hereby authorized to do or cause to be done all acts and empowered without further trust actionthings necessary, appropriate, or convenient, to engage in the following activities: (i) to issue and cause to be authenticated the Notes Securities pursuant to the Indenture and to sell the Trust Certificates Securities to the Initial Purchasers; (ii) to issue the Ownership Certificate pursuant to this Agreement and to transfer the Notes and the Trust Certificates deliver them to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrustor; (iii) to enter into, execute, deliver and perform the Transaction Documents and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Issuer is or is to be a party, and to consummate the transactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Issuer prior to the date of this Agreement (including without limitation the execution, delivery, performance and consummation of the Securities Purchase Agreement) is hereby approved and ratified in all respects; (iv) to acquire the Trust Estate and to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Ownership Certificateholder 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 Issuer pursuant to, the Indenture; (ivv) to executeengage in those activities, deliver including entering into, executing, delivering and perform or cause to be performed performing its obligations under the Basic Documents to which it is to be a party; (v) to enter into any agreements with othersagreements, certificates and other writings 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 agreements with financial advisors and other derivative instruments; (vi) professionals with respect to cause matters involving the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the NotesIssuer; and (viivi) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. Ownership Certificateholder. (b) The Trust Issuer is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall Issuer will not enter into engage in any agreements activity other than in connection with the foregoing or foregoing, other than as required or specifically authorized by the terms of this Agreement or the Basic Transaction Documents. The execution, delivery and performance by the Issuer of the Transaction Documents to which it is or is to be a party, and the consummation by the Issuer of the transactions contemplated thereby, and compliance by the Issuer with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) Other than as contemplated by the Transaction Documents, the Issuer may not (I) issue debt or obligations other than the Securities, (II) issue equity interests other than the Ownership Certificate, (III) acquire assets (other than the Trust Estate) or the proceeds thereof, or (iv) accept any capital contributions by the Trustor to the Issuer, in each case, except (1) as contemplated by this Agreement or the Indenture or (2) with respect to the temporary investment of amounts received by the Issuer of the type included in Eligible Investments that mature within one (1) year of the date of the investment (but no later than the anticipated date of distribution). (d) The Trust Estate may not inure to the benefit of any Person other than the Indenture Trustee and the Ownership Certificateholder. (e) Without limiting the foregoing, and notwithstanding any provision of this Agreement or any Transaction Document to the contrary, the Issuer will not enter into any derivative or swap transaction or take any action that would, or could reasonably be expected to, subject the Issuer or the Trust Estate to regulation under the Commodity Exchange Act or cause the Delaware Trustee to be required to register as a commodity pool operator under the Commodity Exchange Act. The Administrator hereby agrees to defend, indemnify and hold harmless the Indemnified Parties (as defined in Section 8.02) against any loss, liability, obligation, damage, penalty, claim, action, suit, cost, expense, disbursement, or legal fee or expense (including without limitation, reasonable attorney's fees and expenses, court costs and other legal expenses incurred in connection with any claim, action or suit brought by an Indemnified Party against the Trustor or the Administrator for enforcement of this indemnification obligation) in connection with any breach of the foregoing or resulting from the assets of the Issuer being subject to regulation under the Commodity Exchange Act.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with [USE IF NO GRANTOR TRUST][with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver fund the Basic Documents to empower the Indenture Trustee, the Administrator Reserve Fund [and the Servicer, as applicable, to make deposits into and withdrawals from the Risk Retention Reserve Account Account] and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement;] [USE IF GRANTOR TRUST] [establishing a grantor trust (the “Underlying Trust”) and depositing therein, in exchange for a certificate evidencing a 100 percent undivided beneficial ownership interest in the Underlying Trust (the “Underlying Trust Certificate”), funds sufficient for the Underlying Trust to purchase the Contracts, including all books, records and other contracts and documents related thereto;] (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; [and] (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners, the Noteholders [and the Noteholders. The Swap Counterparty[.][; and] (viii) [directing the Underlying Trust is hereby authorized and the Administrator to enter into such agreements with others take actions as may be reasonably necessary to enable them to carry out collect interest on and principal of the foregoing activities. Contracts.] The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. The purpose of the each Trust is to enter into contracts with others or delegate herein the right to perform the following activities and the each Trust shall have the power and authority, and is hereby authorized and empowered empowered, without the need for further trust action:action on the part of such Trust, (ia) in the name and on behalf of the Trust, to issue and do or cause to be authenticated done all acts and things as may be necessary, appropriate, or convenient to cause the Notes Trust, from time to time, to engage in the following activities: 1. [reserved]; 2. to receive and hold the Trust Estate and any proceeds thereof (if any and to the extent received) and to hold and deliver to the Owners or their designees any portion (or all) of the Trust Estate and any proceeds thereof (if any and to the extent received) pursuant to and in accordance with the Indenture and terms of this Master Trust Agreement; 3. to engage in such other activities as may be required in connection with conservation of the Trust Estate; 4. to issue the Trust Certificates in exchange for the related Assets pursuant to this Agreement and to transfer the Notes and the Master Trust Certificates to the DepositorAgreement; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) 5. to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), Security Agreement and Guaranty and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing deliver to the Certificateholders Owners pursuant to the terms of the Sale and Servicing this Master Trust Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the IndentureSecurity Agreement and Guaranty; (iv) 6. to enter into, execute, deliver and perform or cause the Trust’s obligations under the Related Trust Documents and Security Agreement and Guaranty to be performed which it is a party; and 7. to engage in those activities, including entering into, executing, delivering, and performing its obligations under the Basic Documents to which it is to be a party; (v) to enter into any agreements with othersRelated Trust Documents, the Security Agreement and Guaranty and such other agreements, documents and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. (b) in the name and on behalf of each Trust to do or cause to be done any act or thing contemplated by this Section 2.3(b), to do or cause to be done all acts and things determined by the Administrators to be necessary, appropriate, or convenient in exercising the authority, express or implied, otherwise granted to the Trustees or the Administrators, as the case may be, under this Master Trust Agreement, and to perform all acts in furtherance thereof, including the following: 1. to sell or dispose of the related Trust Estate in whole or in part at the written direction of the related Majority Certificateholders; and 2. to engage, solely at the written direction of the Majority Certificateholders, in those activities, including entering into interest rate swaps into, executing, delivering, and caps performing its obligations under, agreements, documents and other derivative instruments;writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. (vic) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The each Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activitiesactivities specified in Section 2.3(a) and Section 2.3(b) hereof. The No Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Master Trust Agreement or the Basic other Related Trust Documents. The Administrators shall have the power and authority to direct the Trustees to perform any act authorized in this Section 2.3. The Trustees shall have no obligation to monitor any activities of the Depositors.

Purposes and Powers. The sole purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, to manage the Trust Estate and is hereby authorized collect and empowered without further trust actiondisburse 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: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer hold and sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) with the proceeds of the sale of the NotesNotes and the Trust Certificates, to purchase the ReceivablesLoans and other Loan Assets, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizationalbalance, start-up if any, to the Trust Depositor pursuant to the Transfer and transactional expenses of the TrustServicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owners pursuant to the terms of the Sale Transfer and Servicing Agreement any portion of the Owner Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with the administration and conservation of the Owner Trust Estate (including the administration of the Loans) and the making of distributions to the Certificateholders Owners, the Noteholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSwap Counterparties. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Trust to engage in any business operations or any activities other than those set forth in the introductory sentence of this Section 2.03. Specifically, except as required or authorized permitted by the terms Transaction Documents, the Trust shall have no authority to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the Trust. The Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement or Trust as set forth in the Basic Documentsintroductory sentence of this Section 2.03. Notwithstanding anything to the contrary contained herein, the Trust may hold the Notes prior to their purchase by the Initial Purchaser.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust (and the Owner Trustee on behalf of the Trust) shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Residual Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes and the Trust Certificates to the DepositorResidual Certificates; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with Trustee on behalf of the Servicer to make Noteholders and for the filing benefit of financing statements on its behalf in connection therewith), the Insurer and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Residual Certificateholders pursuant to the terms hereof and 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; (iii) with the proceeds of the sale of the Notes, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iv) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the NoteholdersResidual Certificateholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage solely in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionactivities: (i) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement; (ii) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Class C Certificate and the Class R Certificate pursuant to this Agreement Agreement, to sell and exchange the Notes and to transfer the Class R Certificate to the Transferor and sell the Class C Certificate and to pay interest on and principal of the Notes and distributions on the Trust Certificates to the DepositorCertificates; (iiiii) with the proceeds of the sale of the NotesNotes and the Class C Certificate, to purchase fund the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Spread Account and the ServicerSupplemental Enhancement Account, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up balance to the Transferor pursuant to the Sale and transactional expenses of the TrustServicing Agreement; (iiiiv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Note Insurer and the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Trust pursuant to, of the Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. (b) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall not secure any indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as responsible for the debts and obligations of the Owner Trustee, the Certificateholders, LBAC, LBARC-WI, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and any Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, the Class R Certificateholder and the Class C Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI and any Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI or any Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholders and the Transferor and the delivery to the Owner Trustee by each of the Certificateholders and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Class R Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Class R Certificateholder, and the Class R Certificateholder may not perform any of the Trust's duties or obligations. (p) The Class R Certificate shall entitle the Class R Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (q) The Class C Certificate shall entitle the Class C Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement. (r) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 8.1 of this Agreement and in no event shall any Certificateholder have the ability to terminate the Trust unilaterally. (s) The Trust shall not consensually merge or consolidate with any of WTC, the Owner Trustee, the Transferor, LBAC, LBARC-WI or any Certificateholder. (t) Neither the Transferor nor any Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. The purpose nature of the Trust activities or purpose to be conducted or promoted by the Company is to enter into contracts with others or delegate herein the right to perform engage exclusively in the following activities and activities, in each case in accordance with the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionterms of this Agreement: (ia) Acquiring from time to issue time Certificates or Titling Company Notes issued by the Titling Companies and cause to be authenticated performing its obligations under the Notes pursuant to the Indenture and the Trust Titling Company Agreements in its capacity as Holder of such Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositoror Titling Company Notes, as applicable; (iib) acquiring, owning, holding, servicing, selling, assigning, pledging and otherwise dealing with Certificates, Titling Company Notes, related Enhancement, agreements with motor vehicle or equipment dealers or lessors or other originators or servicers of the related Leases and Leased Vehicles and any proceeds or further rights associated with any of the foregoing; (c) to execute all instruments and documents necessary for the Company to form one or more limited liability companies, business trusts, statutory trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the proceeds Company acting on its own or together with any other persons or entities, including entering into, on behalf of the sale Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other relevant constituent document (the Notes, to purchase the Receivables, to execute “Securitization Entities”) and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay paying the organizational, start-up up, transactional and transactional other administrative expenses of the TrustSecuritization Entities; (iiid) to assign, grant, transfer, pledge, mortgage and convey terminating the Owner Trust Estate Securitization Entities after any related Securities have been paid in full or as otherwise permitted by the documents pursuant to which the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith)Securities have been issued, and to hold and enter into repurchasing the Basic Documents to empower the parties thereto with respect to managing and distributing property of such Securitization Entities, to the Certificateholders extent and in the manner permitted by the documents pursuant to which 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 IndentureSecurities have been issued; (ive) selling, contributing or otherwise transferring the Certificates or Titling Company Notes acquired by the Company to executethe Securitization Entities and entering into and performing its obligations under agreements relating to those sales, deliver contributions and perform other transfers, including any relating servicing Agreements (such agreements, the “Transfer Agreements”); (f) authorizing, acquiring, holding, enjoying, selling, transferring, delivering and otherwise dealing with Securities issued by the Securitization Entities (so long as the Securities backed by any Certificates or cause Titling Company Note or group of Certificates or Titling Company Notes, as applicable, have servicing and trustee fees that are separate from the Securities backed by other Certificates or Titling Company Notes, as applicable) and entering into and performing its obligations under related agreements; (g) entering into, or directing the Securitization Entities to be performed enter into Enhancement, indentures, Servicing Agreements, other servicing arrangements and other agreements incidental to or connected with the issuance of the Securities; (h) preparing, and, if necessary or desirable, filing with the Commission, prospectuses, registration statements, periodic reports, private placement memoranda and offering documents relating to or in connection with the issuance and sale of the Certificates, the Titling Company Notes and the Securities and otherwise in connection with the Permitted Transactions; (i) entering into and performing its obligations under the Basic Documents Intercreditor Agreement and directing the Securitization Entities to which it is to be a partyenter into and perform their obligations under the Intercreditor Agreement; (vj) acting in similar role with respect to enter into Ford Credit, any agreements with others, that are necessary, suitable other Titling Company or convenient to accomplish the foregoing related holding company established by Ford Credit or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instrumentsany of its Affiliates; (vik) executing applications or other documents, or taking any other action in connection with the qualification, licensing or authorization of the Company to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesengage in activities in any jurisdiction; and (viil) subject engaging in any activity and exercising any powers permitted to compliance with limited liability companies under the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation laws of the Owner Trust Estate and the making State of distributions Delaware that are related or incidental to the Certificateholders foregoing and necessary, convenient or advisable to accomplish the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documentsforegoing.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionactivities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the DepositorAgreement; (ii) with to issue the proceeds of Revolving Liquidity Note pursuant to the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustRevolving Liquidity Note Agreement; (iii) to acquire the Receivables and related property from the Depositor in exchange for the Notes and the Certificate pursuant to the Sale and Servicing Agreement; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Estate, excluding the Sub-Trust Assets, pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders 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 IndentureIndenture as set forth therein and in the Sale and Servicing Agreement; (ivv) to executeacquire the Sub-Trust Assets from TMCC and to hold such assets in the Sub-Trust; (vi) to assign, deliver grant, transfer, pledge, mortgage and convey the Sub-Trust Assets pursuant to, and on the terms and conditions set forth in, the Sub-Trust Supplement and to hold, manage and distribute to the Sub-Trust Beneficiary pursuant to the terms of the Sub-trust Supplement and Administration Agreement any portion of the Sub-trust Assets; (vii) to enter into and perform or cause to be performed its obligations under the Basic Documents Documents, the Interest Rate Swap Agreement and the Assignment Agreement to which it is to be a party; (vviii) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiix) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the Sub-Trust Assets and the making of distributions to the Certificateholders Certificateholder 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 is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 Master Owner Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Master Owner Trust shall have the power and authority, and is hereby authorized authorized, to engage in the following activities: (a) to acquire, manage and empowered hold the Collateral Certificate and other certificates of beneficial interest of the Master Trust; (b) to issue the Master Owner Trust Certificates pursuant to this Agreement, and to transfer and exchange the Master Owner Trust Certificates; (c) from time to time, to grant a security interest in the Collateral Certificate, or other beneficial interests in the Master Trust, including the pledge of any portion of the Collateral Certificate, and grant a security interest in accounts established for the benefit of indebtedness of the Master Owner Trust under the Indenture; (d) from time to time, to issue and sell Notes pursuant to the Indenture without further trust actionlimitation to aggregate amounts and, in connection therewith, at the written direction of the Seller, to determine the terms and provisions of such Notes and of the issuance and sale thereof, including the following: (i) to issue and cause to be authenticated determine the Notes pursuant to principal amount of the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the DepositorNotes; (ii) with to determine the proceeds of the sale maturity date of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assigndetermine the rate of interest, grantif any, transfer, pledge, mortgage and convey to be paid on the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the 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 IndentureNotes; (iv) to execute, deliver and perform determine the price or cause to prices at which such Notes will be performed its obligations under sold by the Basic Documents to which it is to be a partyMaster Owner Trust; (v) to enter into any agreements with othersdetermine the provisions, that are necessaryif any, suitable or convenient to accomplish for the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instrumentsredemption of such Notes; (vi) to cause determine the Issuing Entity Order form, terms and provisions of the indentures, fiscal agency agreements or other instruments under which the Notes may be issued and the banks or trust companies to be delivered act as trustees, fiscal agents and paying agents thereunder; (vii) to prepare, execute and file all documents necessary or appropriate in connection with the registration of the Notes under the Securities Act, the qualification of indentures under the Trust Indenture Act and the qualification under any other applicable federal, foreign, state, local or other governmental requirements; (viii) to prepare any prospectus, offering memorandum, private placement memorandum or other descriptive material relating to the Indenture Trustee issuance of the Notes; (ix) to authenticate and deliver list the Notes on any United States or non-United States securities exchange; (x) to enter into one or more interest rate or currency swaps, caps, collars, guaranteed investment contracts or other derivative agreements with counterparties (which may include, without limitation, NFSC or any of its affiliates) to manage interest rate or currency risk relating to the Notes; (xi) to appoint a paying agent or agents for purposes of payments on the Notes; and (viixii) to arrange for the underwriting, subscription, purchase or placement of the Notes and selecting underwriters, managers and purchasers or agents for that purpose; (e) from time to time to receive payments and proceeds with respect to the Collateral Certificate and other certificates of beneficial interest in the Master Trust and the Indenture and either invest or distribute those payments and proceeds; (f) from time to time to make deposits to and withdrawals from accounts established under the Indenture; (g) from time to time to make and receive payments pursuant to derivative agreements; (h) from time to time to make payments on the Notes; (i) from time to time to acquire additional collateral from NFSC or any special purpose vehicle established by NFSC; (j) from time to time to perform such obligations and exercise and enforce such rights and pursue such remedies as may be appropriate by virtue of the Master Owner Trust being party to any of the Issuer Documents or the agreements contemplated in letters (i) through (xii) above; (k) to enter into the Issuer Documents and, subject to compliance with the Basic Issuer Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate foregoing and the making of payments or distributions to the Certificateholders Securityholders; and (l) if the Collateral Certificate is the only remaining outstanding investor certificate issued by the Master Trust, then at the written direction of the Master Owner Trust Beneficiary dissolve the Master Trust and terminate the NoteholdersPooling and Servicing Agreement, acquire the Dealer Notes directly and enter into a sale and servicing agreement that contains, to the extent applicable, the sale and servicing provisions of the Pooling and Servicing Agreement and other documents and amend any documents to reflect the direct ownership of the Dealer Notes; provided, however, that the Master Owner Trust may enter into derivatives only if such derivatives are passive and entered into concurrently with the issuance of a series of Notes or to replace a terminated derivative. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Master Owner Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Issuer Documents.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein acquire Trust Property pursuant to the right Sale and Servicing Agreement and each Transfer Agreement and to perform conserve the following activities Trust Property and collect and disburse the periodic income therefrom and act pursuant to the Basic Documents, and, in furtherance thereof, the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement, to sell the Notes, to sell and/or transfer the Certificate in accordance with the provisions of this Agreement and to transfer pay interest and principal on the Notes and distributions on the Trust Certificates to the DepositorCertificate; (ii) with the proceeds of the sale of the NotesNotes to fund the Pre-Funding Account and the Capitalized Interest Account, at the direction of the Certificateholder, to purchase fund the ReceivablesSpread Account Initial Deposit and any Spread Account Additional Deposit in the Spread Account, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Noteholders and the Note Insurer and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Certificateholder pursuant to the terms of the Sale and Servicing Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholders Certificateholder, the Note Insurer and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. (b) The Trust's only assets shall be the Trust Property. Other than in connection with the Notes or as otherwise contemplated in the Basic Documents, the Trust shall not secure any indebtedness with any of the Trust Property. (c) Other than with respect to the transfer to the Trust of the Trust Property or its obligations under the Basic Documents, the Trust will acquire no obligations of, shall not make loans or advances to, will not borrow funds from, shall not assume or guarantee the obligations or liabilities of, shall not have its obligations or liabilities guaranteed by, and shall not hold itself out as responsible for the debts and obligations of the Owner Trustee, the Certificateholder, the Bank, the Transferor, the Indenture Trustee, the Trust Collateral Agent or any other Person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property except in accordance with the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) Other than for federal income tax purposes, the Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Bank, the Transferor and the Certificateholder. (f) Other than for federal income tax purposes, all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, ____________________, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Bank and the Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other Person or entity. The Owner Trustee, the Trust Collateral Agent or the Indenture Trustee, as contemplated by the Basic Documents, shall hold the Trust Property on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Trust Property; provided, however, that, except as provided in the Basic Documents, none of the Trust Property shall be used to pay the liabilities (including liability in respect of guaranties) and losses of ____________________, the Transferor, the Bank, the Indenture Trustee, the Trust Collateral Agent or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) [The Trust shall not share any of the same officers or other employees with the Subservicer, the Master Servicer, the Back-up Servicer, the Transferor, the Bank, the Indenture Trustee, the Trust Collateral Agent or the Certificateholder]; provided, however, that the Owner Trustee may act in such capacity on behalf of the Trust and the Certificateholder and the Bank may act as administrator on behalf of the Trust and the Certificateholder. (j) The Trust shall not, jointly with the Subservicer, the Master Servicer, the Back-up Servicer, the Transferor, the Bank, the Indenture Trustee, the Trust Collateral Agent or the Certificateholder contract or do business with vendors or service providers or share overhead expenses; provided, however, that the Owner Trustee may act in such capacity on behalf of the Trust and the Certificateholder and the Bank may act as administrator on behalf of the Trust and the Certificateholder. (k) The Trust shall maintain any bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of the Owner Trustee, ____________________, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Bank and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Trust Property is available to pay creditors of ____________________, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Bank or the Certificateholder or any other Person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) The Owner Trustee covenants and agrees that it will not at any time institute against the Transferor, or join in any institution against the Transferor of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Transferor or this Agreement. The Owner Trustee covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with the Transferor. (n) The Certificate cannot be transferred other than pursuant to Section 3.4. (o) The Certificate shall entitle any Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement, the Sale and Servicing Agreement and the Spread Account Agreement. (p) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 9.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (q) The Trust shall not consensually merge or consolidate with any Person. (r) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account, the Pre-Funding Account and the Negative Carry Account, and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), ) and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause give the Issuing Entity Issuer Order to be delivered (as defined in the Indenture) to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, authority and is hereby authorized and empowered without further trust actionauthorized, to engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the DepositorAgreement; (ii) with to enter into (at any time before or after the proceeds Closing Date) and perform its obligations under any interest rate derivative agreement between the Trust and a counterparty, including any confirmations evidencing the transactions thereunder, using only the funds otherwise payable to the Certificateholders pursuant to Section 5.06(c)(vii) of the sale of the Notes, to purchase the Receivables, to execute Sale and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustServicing Agreement; (iii) to acquire the Owner Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents distribute to empower the parties thereto with respect to managing and distributing to the 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; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents Documents, the Interest Rate Swap Agreement and the Assignment Agreement to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Certificateholders, the Swap Counterparty and the Noteholders. The Trust is hereby authorized Noteholders and in respect of amounts to enter into such agreements with others be released to enable them to carry out the foregoing activitiesDepositor, the Servicer, the Administrator and third parties, if any. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein accelerate the right Seller’s receipt of payments on account of the Tax Liens, to perform accelerate the receipt of future amounts the nonpayment of which would create liens similar to the Tax Liens and to maximize the economic return to the Owner and, in furtherance thereof, to engage in the following activities and and, notwithstanding anything in this Agreement, the Basic Documents or any other agreement to the contrary, the Trust shall have the power has full right, power, authority and authorityauthorization, and is hereby authorized and empowered without further trust actionauthorized: (i) to issue and cause to be authenticated the Notes Bonds pursuant to the Indenture and to sell the Trust Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates Bonds to the DepositorInitial Purchaser; (ii) to enter into, execute, deliver and perform the Purchase Agreements, the Servicing Agreements, the Paying Agent and Custody Agreement, the Indenture, the Bonds, the Bond Purchase Agreement and the other agreements, instruments, documents, certificates and writings referred to therein or contemplated thereby or delivered in connection therewith to which the Trust is or is to be a party, and to consummate the transactions contemplated thereby or hereby, and such execution, delivery, performance and consummation thereof by or on behalf of the Trust prior to the date of this Agreement is hereby approved and ratified in all respects; (iii) with the net proceeds of the sale of the NotesBonds, to purchase acquire the ReceivablesTax Liens, and to hold such Tax Liens and the rest of the Trust Estate in accordance with the Basic Documents, to execute and deliver fund the Basic Documents Pledged Accounts established pursuant to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up administrative and transactional expenses of the Trust; (iiiiv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (subject to the exclusions therefrom described in the Indenture) to the Indenture Trustee pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Owner 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 pursuant to, the Indenture; (ivv) to executeengage in those activities, deliver including entering into, executing, delivering and perform or cause to be performed performing its obligations under the Basic Documents to which it is to be a party; (v) to enter into any agreements with othersagreements, certificates and other writings that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including appointing managers and providing for their respective rights and duties, establishing limited liability companies and other entities and entering into interest rate swaps and caps agreements with financial advisors and other derivative instruments; (vi) professionals with respect to cause matters involving the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the NotesTrust; and (viivi) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owner and the Noteholders. Bondholders. (b) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or foregoing, other than as required or authorized by the terms of this Agreement or the Basic Documents. The execution, delivery and performance by the Trust of the Basic Documents to which it is or is to be a party, and the consummation by the Trust of the transactions contemplated thereby, and compliance by the Trust with the terms thereof, will not and will be deemed not to conflict with or result in a breach of, or constitute a default under this Agreement. (c) The Trust may not (I) issue debt or obligations other than the Bonds or

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage solely in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust action: activities: (i) to acquire the Owner Trust Estate pursuant to Article II of the Sale and Servicing Agreement; (ii) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Class C Certificate and the Class R Certificate pursuant to this Agreement Agreement, to sell and exchange the Notes and to transfer the Class R Certificate to the Transferor and sell the Class C Certificate and to pay interest on and principal of the Notes and distributions on the Trust Certificates to the Depositor; Certificates; (iiiii) with the proceeds of the sale of the NotesNotes and the Class C Certificate, to purchase fund the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Spread Account and the ServicerSupplemental Enhancement Account, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up balance to the Transferor pursuant to the Sale and transactional expenses of the Trust; Servicing Agreement; (iiiiv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Pledged Property to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Note Insurer and the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Pledged Property released from the Lien of, and remitted to the Trust pursuant to, of the Indenture; ; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; ; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps ; and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. (b) The Trust's only assets shall be the Owner Trust Estate. Other than the Notes, the Trust shall not secure any indebtedness with any of the Owner Trust Estate. (c) Other than with respect to the transfer to the Trust of the Trust Assets, the Trust shall not do any of the following: acquire any obligations of, make loans or advances to, borrow funds from, assume or guarantee the obligations or liabilities of, have its obligations or liabilities guaranteed by, or hold itself out as responsible for the debts and 4 <PAGE> obligations of the Owner Trustee, the Certificateholders, LBAC, LBARC-WI, the Indenture Trustee or any other person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Owner Trust Estate except in accordance with the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) The Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Transferor, LBAC and any Certificateholder. (f) All transactions and agreements between the Trust, on the one hand, and any of WTC, the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, the Class R Certificateholder and the Class C Certificateholder, on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other person or entity. The Owner Trustee shall hold the Owner Trust Estate on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Owner Trust Estate, provided, however, that none of the Owner Trust Estate shall be used to pay the liabilities (including liability in respect of guaranties) and losses of WTC, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder. (j) The Trust shall not, jointly with the Servicer, the Transferor, LBAC, the Indenture Trustee, the Trust Collateral Agent, the Custodian or any Certificateholder contract or do business with vendors or service providers or share overhead expenses. (k) The Trust shall maintain its own bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of WTC, the Owner Trustee, the Indenture Trustee, the Trust 5 <PAGE> Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI and any Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Owner Trust Estate is available to pay creditors of WTC, the Indenture Trustee, the Trust Collateral Agent, the Custodian, the Transferor, LBAC, LBARC-WI or any Certificateholder or any other person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholders and the Transferor and the delivery to the Owner Trustee by each of the Certificateholders and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) Each of the Owner Trustee and the Transferor covenants and agrees that it will not at any time institute against any Certificateholder, or join in any institution against any Certificateholder of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States of America federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates or this Agreement. The Owner Trustee and the Transferor each covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with any Certificateholder. (n) The Certificates cannot be transferred other than pursuant to Section 3.7. (o) The Owner Trustee may, pursuant to Section 5.2 of this Agreement, delegate certain administrative duties relating to the Trust to specified entities (other than the Class R Certificateholder), which will be authorized to prepare on behalf of the Trust all documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust to prepare, file and deliver. However, the Owner Trustee may not delegate any such administrative duties to the Class R Certificateholder, and the Class R Certificateholder may not perform any of the Trust's duties or obligations.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (ia) to acquire, manage and hold the COLT 2007-SN1 Secured Notes and the other assets of the Trust; (b) to issue and cause to be authenticated the CARAT 2007-SN1 Notes pursuant to the CARAT Indenture and the Trust CARAT 2007-SN1 Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the CARAT 2007-SN1 Notes and the Trust Certificates to the DepositorCARAT 2007-SN1 Certificates; (iic) with to acquire certain property and assets from the proceeds of Seller on the sale of Series 2007-SN1 Closing Date pursuant to the Notes, to purchase the Receivables, to execute Trust Sale and deliver the Basic Documents to empower the Indenture Trustee, the Administrator Administration Agreement and the Servicer, as applicableany other Further Transfer and Administration Agreement, to make deposits into payments to the CARAT 2007-SN1 Noteholders and withdrawals from the Reserve Account CARAT 2007-SN1 Certificateholders, and to pay the organizational, start-up and transactional expenses of the Trust; (iiid) to assign, grant, transfer, pledge, mortgage and convey the Owner CARAT Trust Estate pursuant to the terms of the CARAT Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the CARAT 2007-SN1 Certificateholders pursuant to the terms of this Agreement and the Trust Sale and Servicing Administration Agreement any portion of the Owner CARAT Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the CARAT Indenture; (ive) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the CARAT Basic Documents to which it is to be a party; (vf) to enter into any agreements interest rate swaps and caps and other derivative instruments in connection with othersthe CARAT 2007-SN1 Notes and the CARAT 2007-SN1 Certificates; (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viih) subject to compliance with the CARAT Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the CARAT Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the CARAT Basic Documents.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with [USE IF NO GRANTOR TRUST][with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver fund the Basic Documents to empower the Indenture Trustee, the Administrator Reserve Fund [and the Servicer, as applicable, to make deposits into and withdrawals from the Risk Retention Reserve Account Account] and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement;] [USE IF GRANTOR TRUST] [establishing a grantor trust (the “Underlying Trust”) and depositing therein, in exchange for a certificate evidencing a 100 percent undivided beneficial ownership interest in the Underlying Trust (the “Underlying Trust Certificate”), funds sufficient for the Underlying Trust to purchase the Contracts, including all books, records and other contracts and documents related thereto;] (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; [and] (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders. The Noteholders [and the Swap Counterparty[.][; and] (viii) [directing the Underlying Trust is hereby authorized and the Administrator to enter into such agreements with others take actions as may be reasonably necessary to enable them to carry out collect interest on and principal of the foregoing activities. Contracts.] The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer [the Contracts][all or any portion of the Trust Estate] except as contemplated or permitted by the Indenture [or the Basic DocumentsSale and Servicing Agreement], without the prior consent of the Trust Depositor.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionactivities: (i) to issue and cause to be authenticated the Notes pursuant to the an Indenture and the Trust Certificates pursuant to this Agreement and to transfer the sell such Notes and the Trust Certificates to the Depositor;Certificates (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute Notes and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableCertificates, to make deposits into and withdrawals from the Reserve Fund Initial Deposit and the Yield Maintenance Account Initial Deposit (each as defined in the Sale and Servicing Agreement), to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to to, and on the terms and conditions set forth in, the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 herein; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the NoteholdersNoteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator or [and third party, if any]. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and ------------------- the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes and the Trust Certificates to the DepositorCertificates; (ii) to enter into the transactions contemplated by the Sale and Servicing Agreement; (iii) with the proceeds of the sale of the Notes, to purchase fund the Receivables, to execute and deliver the Basic Documents to empower the Indenture TrusteePre-Funding Account, the Administrator Capitalized Interest Account, the Reserve Account and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Yield Supplement Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement; (iiiiv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate (other than the Certificate Distribution Account) to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing Insurer and the Indenture Trustee on behalf of financing statements on its behalf in connection therewith), the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders and the Transferor 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; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (vvi) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. . (b) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered without further trust actionempowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage in the following activities: (ia) to execute, authenticate, deliver, and issue and cause from time to be authenticated time the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Trust Agreement and, if applicable, a supplement hereto, and to sell the Notes and to transfer the Notes Certificates pursuant to such agreements and the Trust Certificates to the Depositorother Transaction Documents; (iib) with the proceeds of the sale of the Notes, to purchase the ReceivablesLoans, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust, to fund the Reserve Fund Initial Balance and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge, mortgage mortgage, convey and convey grant a security interest in the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage, transfer and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders pursuant to the terms of this Trust Agreement and 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, the Indenture; (ivd) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a partyparty and the Purchase Agreement; (ve) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viif) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with the conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Certificateholders, the Noteholders and others specified in the NoteholdersTransaction Documents. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Nothing contained herein shall be deemed to authorize the Owner Trustee on behalf of the Trust to engage in any other business operations or any activities other than those set forth in this Section 2.03. Specifically, ------------ the Owner Trustee shall have no authority on behalf of the Trust to engage in any business operations, or acquire any assets other than those specifically included in the Trust Estate, or otherwise vary the assets held by the Trust other than as provided in the Transaction Documents. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Section 2.03. Notwithstanding anything to the ------------ contrary contained herein, the Trust may hold the Notes prior to their sale by the Placement Agent.

Purposes and Powers. (a) The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) 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 cause to be authenticated sell the Notes pursuant to the Indenture or to another indenture, note purchase agreement or similar agreement and the Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer or exchange the Notes and the Trust Certificates to the DepositorCertificates; (iiiii) with to acquire property and assets from the proceeds of Seller pursuant to the sale of the Notes, to purchase the Receivables, to execute Trust Sale and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicableServicing Agreement, to make deposits into and payments or distributions on the Securities, to make withdrawals from the Reserve Account Fund and other accounts established pursuant to the Basic Documents and to pay the organizational, start-up and transactional expenses of the Trust; (iiiiv) to establish, acquire, hold and terminate liquidity, credit and other enhancement arrangements, including each Basis Swap and other Specified Support Arrangement from time to time, and perform its obligations thereunder; (v) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificate Owners pursuant to the terms of this Agreement and the Trust Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (ivvi) to execute, deliver enter into and perform or cause to be performed its obligations and exercise its rights under the Basic Documents to which it is to be a party; (vvii) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viiviii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activitiesSecurityholders. The Trust shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement Agreement, and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase fund the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Spread Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to acquire from time to time the Owner Trust Estate, to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate to the Trust Collateral Agent pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing Security Insurer and the Indenture Trustee on behalf of financing statements on its behalf in connection therewith), the Noteholders and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith (including the sale, including entering into interest rate swaps from time to time, of Receivables at the direction of the Servicer pursuant to Section 4.3(c) of the Sale and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the NotesServicing Agreement); and (viivi) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements 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 Grantor Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Grantor Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (ia) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Grantor Trust Certificates pursuant to this Agreement Agreement, and to sell, transfer and exchange the Notes and the Grantor Trust Certificates and to make distributions to the DepositorGrantor Trust Certificateholders; (iib) with to acquire the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account Grantor Trust Estate and to pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Grantor Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Grantor Trust Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Grantor Trust Estate released from the Lien of, and remitted to the Grantor Trust pursuant to, the Indenture; (ivc) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (vd) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viie) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Grantor Trust Estate and the making of distributions to the Certificateholders Grantor Trust Certificateholders. Each of the Grantor Trust Trustee and the Noteholders. The Trust Administrator, as applicable, is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activitiesactivities on behalf of the Grantor Trust. The Neither the Grantor Trust nor any Person acting on behalf of the Grantor Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Notwithstanding anything to the contrary in the Transaction Documents or in any other document, neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Grantor Trust or engage in activities other than the foregoing, and, in particular neither the Grantor Trust nor the Grantor Trust Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Grantor Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

Purposes and Powers. (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein manage the right 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 perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement and to transfer sell the Notes and the Trust Certificates to the DepositorNotes; (ii) with the proceeds of the sale of the Notes, to purchase the ReceivablesContracts, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account Fund and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Trust Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders 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; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements derivative transactions in connection with othersthe Notes or otherwise; (vi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and Owners, the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into engage in any agreements activities other than in connection with the foregoing foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee to engage in any business operations or any activities other than as required those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee shall have no authority to engage in any business operations, or authorized acquire any assets other than those included in the Trust Estate under Section 1.01, or otherwise vary the assets held by the terms Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Agreement Trust as set forth in the introductory sentence of this Section. Notwithstanding Section 2.03(a)(iii) above, the Trust shall not assign, sell or transfer the Contracts except as contemplated or permitted by the Indenture or the Basic DocumentsSale and Servicing Agreement, without the prior consent of the Trust Depositor.

Purposes and Powers. The purpose of the Trust is to enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Trust, and the Owner Trustee shall have power and authority and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage solely in the following activities: (ia) to execute, issue and cause to be authenticated deliver the Notes pursuant to the Indenture Indenture, to execute, authenticate, issue and deliver the Trust Certificates Certificate pursuant to this Agreement Agreement, and to transfer the Notes and the Trust Certificates to the Depositorsell Class A Notes; (iib) with to use the proceeds of the sale of the Notes, Class A Notes to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account and the Prefunding Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Allocation Agreement in consideration for the purchase of Contracts; (iiic) to pay interest on (with respect to the Class A Notes) and principal of the Notes and amounts distributable with respect to the Certificate; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant Collateral to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders Trustee 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; (ive) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viif) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholdersholder of the Certificate; and (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents.

Purposes and Powers. The purpose nature of the Trust activities or purpose to be conducted or promoted by the Company is to enter into contracts with others or delegate herein the right to perform engage exclusively in the following activities and (the Trust shall have “Permitted Transactions”), in each case in accordance with the power and authority, and is hereby authorized and empowered without further trust actionterms of this Agreement: (ia) acquiring from time to issue time Certificates or Exchange Notes issued by the Titling Trust and cause to be authenticated performing its obligations under the Notes pursuant to the Indenture Titling Trust Agreement and the Trust Collateral Agency Agreement in its capacity as Holder of such Certificates pursuant to this Agreement and to transfer the Notes and the Trust Certificates to the Depositoror Exchange Notes, as applicable; (iib) acquiring, owning, holding, servicing, selling, assigning, pledging and otherwise dealing with Certificates, Exchange Notes, related Enhancement, agreements with motor vehicle or equipment dealers or lessors or other originators or servicers of the related Leases and Vehicles and any proceeds or further rights associated with any of the foregoing; (c) executing all instruments and documents necessary for the Company to form one or more limited liability companies, business trusts, statutory trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the proceeds Company acting on its own or together with any other Persons, including entering into, on behalf of the sale Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other relevant constituent document (the Notes, to purchase the Receivables, to execute “Securitization Entities”) and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay paying the organizational, start-up up, transactional and transactional other administrative expenses of the TrustSecuritization Entities; (iiid) to assign, grant, transfer, pledge, mortgage and convey terminating the Owner Trust Estate Securitization Entities after any related Securities have been paid in full or as otherwise permitted by the documents pursuant to which the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith)Securities have been issued, and to hold and enter into repurchasing the Basic Documents to empower the parties thereto with respect to managing and distributing property of such Securitization Entities, to the Certificateholders extent and in the manner permitted by the documents pursuant to which 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 IndentureSecurities have been issued; (ive) selling, contributing or otherwise transferring the Certificates or Exchange Notes acquired by the Company to executethe Securitization Entities and entering into and performing its obligations under agreements relating to those sales, deliver contributions and perform other transfers, including any related Servicing Agreements (such agreements, the “Transfer Agreements”); (f) authorizing, acquiring, holding, enjoying, selling, transferring, delivering and otherwise dealing with Securities issued by the Securitization Entities (so long as the Securities backed by any Certificate or cause Exchange Note or group of Certificates or Exchange Notes, as applicable, have servicing and trustee fees that are separate from the Securities backed by other Certificates or Exchange Notes, as applicable), which Securities may be rated or unrated debt collateralized by discrete pools of assets, and entering into and performing its obligations under related agreements; (g) entering into, or directing the Securitization Entities to be performed enter into Enhancement, indentures, Servicing Agreements, other servicing arrangements and other agreements incidental to or connected with the issuance of the Securities; (h) preparing, and, if necessary or desirable, filing with the Commission, prospectuses, registration statements, periodic reports, private placement memoranda and offering documents relating to or in connection with the issuance and sale of the Certificates, the Exchange Notes and the Securities and otherwise in connection with the Permitted Transactions; (i) entering into and performing its obligations under the Basic Documents Intercreditor Agreement and directing the Securitization Entities to which it is to be a partyenter into and perform their obligations under the Intercreditor Agreement; (vj) acting in a similar role with respect to enter into any agreements with others, that are necessary, suitable other titling trust or convenient to accomplish the foregoing related holding company established by DCFS USA or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instrumentsany of its Affiliates; (vik) executing applications or other documents, or taking any other action in connection with the qualification, licensing or authorization of the Company to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notesengage in activities in any jurisdiction; and (viil) subject engaging in any activity and exercising any powers permitted to compliance with limited liability companies under the Basic Documents, to enter into such other agreements to engage others as may be required in connection with conservation laws of the Owner Trust Estate and the making State of distributions Delaware that are related or incidental to the Certificateholders foregoing and necessary, convenient or advisable to accomplish the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust shall not enter into any agreements other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documentsforegoing.

Purposes and Powers. The Trust and the parties to this Agreement shall be subject to the following provisions regarding the purposes, powers and procedures of the Trust: (a) The sole purpose of the Trust is to enter into contracts with others or delegate herein acquire Trust Property pursuant to the right Sale and Servicing Agreement and each Transfer Agreement and to perform conserve the following activities Trust Property and collect and disburse the periodic income therefrom and act pursuant to the Basic Documents, and, in furtherance thereof, the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionto engage in the following activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and the Trust Certificates Certificate pursuant to this Agreement, to sell the Notes, to sell and/or transfer the Certificate in accordance with the provisions of this Agreement and to transfer pay interest and principal on the Notes and distributions on the Trust Certificates to the DepositorCertificate; (ii) with the proceeds of the sale of the NotesNotes to fund the Pre-Funding Account and the Capitalized Interest Account, at the direction of the Certificateholder, to purchase fund the ReceivablesSpread Account Initial Deposit and any Spread Account Additional Deposit in the Spread Account, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Transferor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate Property to the Indenture Trustee pursuant to the Indenture (including contracting with for the Servicer to make benefit of the filing of financing statements on its behalf in connection therewith), Noteholders and the Note Insurer and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the Certificateholders Certificateholder pursuant to the terms of the Sale and Servicing Agreement and the Spread Account Agreement any portion of the Owner Trust Estate Property released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture; (iv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it is to be a party; (v) to enter engage in those activities, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viivi) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate Property and the making of distributions to the Certificateholders Certificateholder, the Note Insurer and the Noteholders. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic Documents. (b) The Trust's only assets shall be the Trust Property. Other than in connection with the Notes or as otherwise contemplated in the Basic Documents, the Trust shall not secure any indebtedness with any of the Trust Property. (c) Other than with respect to the transfer to the Trust of the Trust Property or its obligations under the Basic Documents, the Trust will acquire no obligations of, shall not make loans or advances to, will not borrow funds from, shall not assume or guarantee the obligations or liabilities of, shall not have its obligations or liabilities guaranteed by, and shall not hold itself out as responsible for the debts and obligations of the Owner Trustee, the Certificateholder, the Bank, the Transferor, the Indenture Trustee, the Trust Collateral Agent or any other Person or entity. (d) The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property except in accordance with the specific limitations set forth in this Agreement and the other Basic Documents to which the Trust is a party. (e) Other than for federal income tax purposes, the Trust shall, in all dealings with the public, identify itself under the name of the Trust and as a separate and distinct entity from any other Person or entity. All transactions and agreements between the Trust and third parties shall be conducted in the name of the Trust as an entity separate and independent from the Owner Trustee, the Indenture Trustee, the Trust Collateral Agent, the Bank, the Transferor and the Certificateholder. (f) Other than for federal income tax purposes, all transactions and agreements between the Trust on the one hand, and any of the Owner Trustee, Wilmington Trust, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Bank and the Certificateholder on the other hand, shall reflect the separate legal existence of each entity and will be formally documented in writing. The pricing and other material terms of all such transactions and agreements shall be on terms substantially similar to those that would be available on an arm's-length basis with unaffiliated third parties. (g) The Trust shall not commingle its funds and other assets with those of any other Person or business entity and shall maintain its assets and liabilities in such a manner that it shall not be costly or difficult to segregate, ascertain or identify its individual assets and liabilities from those of any other Person or entity. The Owner Trustee, the Trust Collateral Agent or the Indenture Trustee, as contemplated by the Basic Documents, shall hold the Trust Property on behalf of the Trust. (h) The Trust shall pay its liabilities and losses as they become due from the Trust Property; provided, however, that, except as provided in the Basic Documents, none of the Trust Property shall be used to pay the liabilities (including liability in respect of guaranties) and losses of Wilmington Trust, the Transferor, the Bank, the Indenture Trustee, the Trust Collateral Agent or the Certificateholder. The Trust has been structured to maintain capital in an amount reasonably sufficient to meet the anticipated needs of the Trust. (i) The Trust shall not share any of the same officers or other employees with the Master Servicer, the Back-up Servicer, the Transferor, the Bank, the Indenture Trustee, the Trust Collateral Agent or the Certificateholder; provided, however, that the Owner Trustee may act in such capacity on behalf of the Trust and the Certificateholder and the Bank may act as administrator on behalf of the Trust and the Certificateholder. (j) The Trust shall not, jointly with the Master Servicer, the Back-up Servicer, the Transferor, the Bank, the Indenture Trustee, the Trust Collateral Agent or the Certificateholder contract or do business with vendors or service providers or share overhead expenses; provided, however, that the Owner Trustee may act in such capacity on behalf of the Trust and the Certificateholder and the Bank may act as administrator on behalf of the Trust and the Certificateholder. (k) The Trust shall maintain any bank accounts, books and records and annual financial statements prepared in accordance with generally accepted accounting principles, separate from those of the Owner Trustee, Wilmington Trust, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Bank and the Certificateholder. The foregoing will reflect that the assets and liabilities of and all transactions and transfers of funds involving the Trust shall be separate from those of each such other entity, and the Trust shall pay or bear the cost of the preparation of its own financial statements and shall not pay or bear the cost of the preparation of the financial statements of any such other entity. Neither the accounting records nor the financial statements of the Trust will indicate that the Trust Property is available to pay creditors of Wilmington Trust, the Indenture Trustee, the Trust Collateral Agent, the Transferor, the Bank or the Certificateholder or any other Person or entity. (l) The Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Certificateholder and the Transferor and the delivery to the Owner Trustee by the Certificateholder and the Transferor of a certificate stating that such entity reasonably believes that the Trust is insolvent. (m) The Owner Trustee covenants and agrees that it will not at any time institute against the Transferor, or join in any institution against the Transferor of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Transferor or this Agreement. The Owner Trustee covenants and agrees that it will not, in any capacity, seek the substantive consolidation of the assets of the Trust with the Transferor. (n) The Certificate cannot be transferred other than pursuant to Section 3.4. (o) The Certificate shall entitle any Certificateholder only to the benefits and distributions as are expressly set forth in this Agreement, the Sale and Servicing Agreement and the Spread Account Agreement. (p) The Trust and this Agreement may not be revoked or terminated except in accordance with Section 9.1 of this Agreement and in no event shall the Certificateholder have the ability to terminate the Trust unilaterally. (q) The Trust shall not consensually merge or consolidate with any Person. (r) Neither the Transferor nor the Certificateholder shall request or instruct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or contrary to the limited purposes of the Trust, and the Owner Trustee shall be under no obligation to comply with any such request or instruction if given.

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

Purposes and Powers. (a) The purposes of the Issuer are: (i) at the direction of the Trust Certificateholders, to take assignments and conveyances of certain assets from time to time, to hold such assets in trust and to collect and disburse the periodic income therefrom for the benefit of the Trust Certificateholders, (ii) to engage in any of the other activities described or authorized in this Agreement, any supplement or any amendment hereto or thereto and (iii) to engage in any and all activities that are necessary or appropriate to accomplish the foregoing or that are incidental thereto or connected therewith. The Trust shall not be employed for any purpose except as duly authorized in accordance with the provisions of this Agreement. (b) The initial sole purpose of the Trust Issuer is to enter into contracts with others or delegate herein conserve the right Owner Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Trust Certificateholders, and in furtherance of such purpose to perform engage in the following activities and the Trust shall have the power and authority, and is hereby authorized and empowered without further trust actionministerial activities: (i) to issue and cause to be authenticated the Notes pursuant to the Indenture and Indenture, the Trust Certificates pursuant to this Agreement Agreement, and to transfer sell the Notes upon the written order of the Transferor; (ii) to acquire the [____]-[_] SUBI Certificate from the Transferor and the other property of the Owner Trust Estate, in exchange for the Notes and the Trust Certificates to the Depositor; (ii) with the proceeds of the sale of the Notes, to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the TrustCertificate; (iii) to pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge, pledge mortgage and convey the Owner Trust Estate pursuant to the Indenture (including contracting with to the Servicer to make Indenture Trustee as security for the filing of financing statements on its behalf in connection therewith), Notes and to hold hold, manage and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing distribute to the 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 Issuer pursuant to, the Indenture; (ivv) to execute, deliver enter into and perform or cause to be performed its obligations under the Basic Documents to which it the Issuer is to be a party; (vvi) to enter engage in other transactions, including entering into any agreements with othersagreements, that are necessary, suitable or convenient to accomplish the foregoing or that are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (vii) subject to compliance with the Basic Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Trust Certificateholders and the Noteholders. . (c) The Trust is hereby authorized to enter into such agreements with others to enable them to carry out the foregoing activities. The Trust Issuer shall not enter into engage in any agreements 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 enter into contracts with others or delegate herein the right to perform the following activities is, and the Trust shall have the power and authority, authority and is hereby authorized and empowered empowered, without the need for further trust actionaction on the part of the Trust, and the Owner Trustee shall have power and authority and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust, to engage solely in the following activities: (ia) to execute, issue and cause to be authenticated deliver the Notes pursuant to the Indenture Indenture, to execute, authenticate, issue and deliver the Trust Certificates Certificate pursuant to this Agreement Agreement, and to transfer the Notes and the Trust Certificates to the Depositorsell Class A Notes; (iib) with to use the proceeds of the sale of the Notes, Class A Notes to purchase the Receivables, to execute and deliver the Basic Documents to empower the Indenture Trustee, the Administrator and the Servicer, as applicable, to make deposits into and withdrawals from fund the Reserve Account and the Prefunding Account, to pay the organizational, start-up and transactional expenses of the TrustTrust and to pay the balance to the Depositor pursuant to the Sale and Allocation Agreement in consideration for the purchase of Contracts; (iiic) to pay interest on (with respect to the Class A Notes) and principal of the Notes and amounts distributable with respect to the Certificate; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant Collateral to the Indenture (including contracting with the Servicer to make the filing of financing statements on its behalf in connection therewith), and to hold and enter into the Basic Documents to empower the parties thereto with respect to managing and distributing to the Certificateholders Trustee 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; (ive) to enter into, execute, deliver and perform or cause to be performed its obligations under the Basic Transaction Documents to which it is to be a party; (v) to enter into any agreements with others, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including entering into interest rate swaps and caps and other derivative instruments; (vi) to cause the Issuing Entity Order to be delivered to the Indenture Trustee to authenticate and deliver the Notes; and (viif) subject to compliance with the Basic Transaction Documents, to enter into engage in such other agreements to engage others activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholdersholder of the Certificate; and (g) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to enter into such agreements with others to enable them to carry out engage in the foregoing activities. The Trust shall not enter into engage in any agreements activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Basic other Transaction Documents. Any acts of the Owner Trustee and of any person designated and authorized to act by the Depositor which acts would have been authorized by this Agreement except that such acts were taken prior to the date of this Agreement are hereby severally authorized, ratified, confirmed and adopted as acts in the name and on behalf of the Trust, including without limitation the execution, delivery and performance by the Trust of the Purchase Agreement.