Common use of Purposes and Powers Clause in Contracts

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (ii) to acquire, hold and manage the 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; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority and is authorized, to engage in the following activities: (i1) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (ii2) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) Transferred Assets from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iii3) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and 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 Indenture as set forth therein and in the Sale and Servicing Agreement; (iv4) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (5) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v6) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) . The Trust Issuer shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement; (ii) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates and to hold and manage the Trust Estate pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates the Ownership Interest pursuant to this AgreementAgreement and to sell such Notes and Ownership Interest; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Ownership Interest, to fund start-up and transactional expenses of the Trust and to pay the balance to the Depositor, as its interests may appear pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Transferor pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Transaction Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Transferor. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Transaction Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (ii) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates and to hold and manage the Trust Estate pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (ii) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) Transferred Assets from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and 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 as set forth therein and in the Sale and Servicing Agreement; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (ii) to acquire, hold and manage 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; (iii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and 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 as set forth therein and in the Sale and Servicing Agreement; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) . The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (iib) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates Certificates, to pay the organizational, startup and transactional expenses of the Trust and to purchase the Mortgage Loans to be included in the Owner Trust Estate from the Seller with the balance of such funds pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and 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 pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is or is to be a party; (e) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Certificateholders; and (bg) to issue the Certificates pursuant to this Agreement. The Trust is hereby authorized by the initial beneficiary and the Certificateholders to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust Issuer is, and the Trust Issuer shall have the power and authority and is authorized, to engage in the following activities: (ia) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (iib) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) Transferred Assets from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and 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 Indenture as set forth therein and in the Sale and Servicing Agreement; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) . The Trust Issuer shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, authorized to engage in the following activities: (i) to issue Notes in one or more Series pursuant to the Indenture and Certificates pursuant to this AgreementIndentures; (ii) to acquireissue Transferor Certificates in one or more Series pursuant to this Master Trust Agreement and Series Trust Supplements; (iii) to Grant Series Assets to an Indenture Trustee pursuant to an Indenture; (iv) to distribute to a Transferor pursuant to this Master Trust Agreement, hold the Series Trust Supplements, and manage the Trust Estate (including other Transaction Documents any portion of the Receivables and related property) Series Assets released from the Depositor Lien of the related Indenture and any other amounts provided for in exchange for the Notes and Certificates pursuant to the related Sale and Servicing Agreement; (iiiv) to assign, grant, transfer, pledge, mortgage enter into and convey perform its obligations under the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and Transaction Documents to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreementwhich it becomes a party; (ivvi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient appropriate to accomplish any of the foregoing or are incidental thereto or connected therewithto them; and (vvii) subject to compliance with the Basic Transaction Documents, to engage in such any other activities as may be required in connection with conservation appropriate to conserve the Series Assets of the Trust Estate any subtrust and make distributions to any Transferor and the making holders of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) Notes. The Trust shall not engage in any activity other than in connection with the foregoing and activities or other than as required or authorized by this Master Trust Agreement or the terms of the Basic other Transaction Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate pursuant to, Notes and distributions on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementCertificates; (iv) to Grant the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this AgreementTrust Agreement and to sell the Notes and the Certificates; (ii) to acquirepurchase the Loans and to pay organizational, hold start-up and manage transactional expenses of the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing AgreementTrust; (iii) to assign, grant, transfer, pledge, mortgage pledge and convey the Trust Estate Loans pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement Section 5.01 any portion of the Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and Securityholders. The Trust is hereby authorized to engage in the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Trust Agreement or the Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholders and the Indenture Trustee.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate pursuant to, Notes and distributions on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementCertificates; (iv) to Grant the Owner Trust Estate (other than each Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this AgreementAgreement and to sell the Notes and the Trust Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Trust Certificates, to purchase the Mortgage Loans, and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in ------------------- the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates the Excess Distribution Certificate pursuant to this AgreementAgreement and to sell the Notes in one or more transactions; (ii) with the proceeds of the sale of the Notes, to acquire, hold fund the Reserve Account pursuant to Section 2.8 of the Administration Agreement and manage to purchase the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates Student Loans pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to Certificateholders the holder of the Excess Distribution Certificate pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewiththerewith including but not limited to entering into and performing its obligations under any Swap Agreements to which it is to be a party; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to ------------------- engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Company, as their interests may appear pursuant to the Sale and Master Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this AgreementAgreement and to sell the Notes and the Trust Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Trust Certificates, to purchase the Mortgage Loans, and 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 Master Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (iib) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates Certificates, to pay the organizational, startup and transactional expenses of the Trust and to purchase the Mortgage Loans to be included in the Owner Trust Estate from the Sponsor with the balance of such funds pursuant to the Sale and Servicing Agreement; (iiic) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and 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 pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is or is to be a party; (e) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Certificateholders; and (bg) to issue the Certificates pursuant to this Agreement. The Trust is hereby authorized by the initial beneficiary and the Certificateholders to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorizedauthority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) with the proceeds of the sale of the Notes to acquirefund the Reserve Account and the Yield Supplement Account, hold to pay the organizational, start-up and manage transactional expenses of the Trust Estate (including Trust, and to pay the Receivables and related property) from balance to the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and distributions on the Certificates; (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, (other than the Certificate Distribution Account and on the terms and conditions set forth in, proceeds thereof) to the Indenture and to hold, manage and distribute to Certificateholders Trustee pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Class A Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Class A Notes and the Certificates; (ii) with the proceeds of the sale of the Class A Notes and the Certificates, to acquirefund the Reserve Account and to pay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for the Notes and Certificates Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Property to the Trust Collateral Agent pursuant to, and on to the terms and conditions set forth inIndenture for the benefit of the Class A Noteholders, the Indenture Class A Insurer and to hold, manage and distribute to Certificateholders the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into, execute and perform its obligations under the Basic Documents to which it is a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of distributions to the Certificateholders Certificateholders, the Class A Insurer and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Class A Noteholders; and (bvii) at any time to enter into derivatives transactions. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this AgreementAgreement and to sell or transfer the Notes and the Certificates in one or more transactions; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to fund the Spread Account pursuant to Section 9.02 of the Sale Indenture and Servicing to purchase the Receivables pursuant to this Agreement; (iii) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Trust Estate estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein Indenture; TRUST AND SERVICING AGREEMENT (iv) to enter into and in perform its obligations under the Sale and Servicing Agreementrelated documents to which it is to be a party; (ivv) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documentsrelated documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate estate and the making of distributions to the Certificateholders and Certificateholders, the Noteholders and the others specified in respect of amounts this Agreement. The Trust is hereby authorized to be released to engage in the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documentsother related documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue Notes pursuant to the Indenture and Certificates pursuant to this Agreement; (ii) to acquire, hold and manage acquire the Trust Estate (including the Receivables 20[__]-[__] SUBI Certificate and related property) property from the Depositor in exchange for the Notes and Certificates pursuant Certificates, and to hold and manage the Sale and Servicing AgreementTrust Estate; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of this Agreement and the Sale and Servicing Agreement Indenture any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreementtherein; (iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement; (ii) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates and to hold and manage the Trust Estate pursuant to the Sale and Servicing Agreement; (iii) to assign, grant▇▇▇▇▇, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not engage in any activity other than in connection with the foregoing and as required or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and Issuer is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this Agreement; (ii) to acquire, hold and manage acquire the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Trust Certificates pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust Issuer pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and the Noteholders and in respect of any amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) The Trust Issuer is hereby authorized to engage in the foregoing activities. The Issuer shall not engage in any activity activities other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorizedto, to engage in the following activities: (a) to acquire the Trust Property; (i) to issue execute the Notes pursuant to the Indenture (including any Series Supplement thereto), from time to time, in accordance with the terms of the such Indenture and related Series Supplement(s), and to sell the Notes in one or more transactions in accordance with the terms of such Indenture and related Series Supplement(s); and (ii) to execute the Certificates pursuant to this Agreement, which Certificates shall represent the Residual Interest. (c) to pay the organizational, start-up and transactional expenses of the Trust; (ii) to acquire, hold and manage the 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; (iiid) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture (including any Series Supplement thereto) and to hold, manage and distribute to Certificateholders the Certificateholder pursuant to the terms of Sale Agreement and the Sale and Servicing Agreement Indenture any portion of the Trust Estate Collateral released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreementthereto; (ive) to engage in those activities, including entering enter into and performing such agreements (including, without limitation, perform its obligations under the Basic Documents) that are necessary, suitable or convenient Documents to accomplish the foregoing or are incidental thereto or connected therewith; andwhich it is to be a party; (vf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Certificateholder and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Interest Holders; and (bg) 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 shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by this Agreement or the terms of the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this AgreementAgreement and to sell the Notes and the Trust Certificates; (iib) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Trust Certificates, to purchase the Initial Receivables, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust 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 Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate pursuant to, Notes and distributions on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementCertificates; (iv) to Grant the Owner Trust Estate (other than the Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable suit able or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to fund the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Property to the Trust Collateral Agent pursuant to, and on the terms and conditions set forth in, to the Indenture for the benefit of the Noteholders and to hold, manage and distribute to Certificateholders the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into, execute and perform its obligations under the Basic Documents to which it is a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) at any time to enter into derivatives transactions. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Residual Interest Certificates pursuant to this AgreementAgreement and to sell the Notes and the Residual Interest Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Residual Interest Certificates, to purchase the Mortgage Loans, 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 Collection Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Collection Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Transferor, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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 isis to hold or conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Holders, and the Trust shall have the power and authority and is authorized, in furtherance of such purpose to engage in the following ministerial activities: (i) to issue the Notes pursuant to the Indenture Indenture, to sell the Notes and to issue Trust Certificates pursuant to this Agreement; (ii) to acquire, hold and manage the 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; (iii) to assign, grant, transfer, pledge, mortgage and convey ("GRANT") the Trust Estate and the other Collateral (as defined in the Indenture) pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Holders pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate or other Collateral released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein Indenture; (iii) to enter into and in perform its obligations under the Sale and Servicing AgreementBasic Documents to which it is to be a party; (iv) to engage in those activities, including entering into and performing such agreements (including, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (v) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Holders and the Noteholders and Noteholders; and (v) to engage in respect of amounts those activities, including entering into agreements, that are necessary to be released accomplish the foregoing or are incidental thereto or connected therewith. The Trust is hereby authorized to engage in the foregoing activities. Other than pursuant to this Agreement, or in connection with or incidental to the Depositorprovisions or purposes of this Agreement, the Servicer, the Administrator and third parties, if any. (b) The Trust shall not (i) issue debt or otherwise borrow money, (ii) merge or consolidate with any other entity, reorganize, liquidate or transfer all or substantially all of its assets to any other entity, or (iii) otherwise engage in any activity other than or exercise any power not provided for in connection with the foregoing and as required this Agreement or authorized by the terms of the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates the Excess Distribution Certificate pursuant to this AgreementAgreement and to sell the Notes in one or more transactions; (ii) with the proceeds of the sale of the Notes, to acquirefund the Reserve Account pursuant to Section 2.9 of the Administration Agreement, hold to make the Collection Account Initial Deposit and manage to purchase the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates Student Loans pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to Certificateholders the Excess Distribution Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents (including any agreements representing Eligible Repurchase Obligations) to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders others specified in Sections 2.7 and in respect 2.8 of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates the Certificate pursuant to this AgreementOwner Trust Agreement and to sell the Notes and the Certificate; (ii) to acquirepurchase the Loans and to pay organizational, hold start-up and manage transactional expenses of the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing AgreementTrust; (iii) to assign, grant, transfer, pledge, mortgage pledge and convey the Trust Estate Loans pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Certificateholder pursuant to the terms of the Sale and Servicing Agreement Section 5.01 any portion of the Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and Securityholders. The Trust is hereby authorized to engage in the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Owner Trust Agreement or the Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholder and the Indenture Trustee.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes and the Certificates upon the written order of the Depositor; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to fund the Reserve Account, to pay the organizational, start-up and transactional expenses of the Trust, and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage pay interest on and convey principal of the Trust Estate pursuant to, Notes and distributions on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementCertificates; (iv) to Grant the Owner Trust Estate (other than each Certificate Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable suit-able or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell the Notes upon the written order of the Depositor; (ii) to acquire, hold and manage the Trust Estate (including acquire the Receivables and related property) other Trust Property pursuant to the Sale and Servicing Agreement from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing AgreementNotes; (iii) to assign, grant, transfer, pledge, mortgage pay interest on and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and to hold, manage and distribute to Certificateholders pursuant to the terms principal of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementNotes; (iv) to Grant the Trust Property (other than the Trust Distribution Account and the proceeds thereof) to the Indenture Trustee pursuant to the Indenture; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of distributions to the Certificateholders Noteholders and the Noteholders and Depositor. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Company, as their interests may appear pursuant to the Sale and Servicing Agreement; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Owner Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, to the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorizedauthority, to engage solely in the following activities: (i) to issue the Notes pursuant to the Indenture Indenture, and the Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Depositor; (ii) with the proceeds of the sale of the Notes to acquirefund the Reserve Account and the Yield Supplement Account, hold to pay the organizational, start-up and manage transactional expenses of the Trust Estate (including Trust, and to pay the Receivables and related property) from balance to the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing Agreement; (iii) to pay interest on and principal of the Notes and distributions on the Certificates. (iv) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to, (other than the Certificate Distribution Account and on the terms and conditions set forth in, proceeds thereof) to the Indenture and to hold, manage and distribute to Certificateholders Trustee pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (ivv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders and Certificateholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this AgreementAgreement and to sell the Notes and the Trust Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Trust Certificates, to purchase the Loans, and 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 Master Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Master Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under this Agreement and under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with this Agreement and the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates the Excess Distribution Certificate pursuant to this AgreementAgreement and to sell the Notes in one or more transactions; (ii) with the proceeds of the sale of the Notes, to acquire, hold fund the Reserve Account and manage the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates Cash Capitalization Account pursuant to the Administration Agreement and to purchase the Trust Student Loans pursuant to the Depositor Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey Grant the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture Trustee pursuant to the Indenture, and to hold, manage and distribute to Certificateholders the holder of the Excess Distribution Certificate pursuant to the terms of the Sale and Servicing this Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein Indenture; (iv) to enter into and in perform its obligations under the Sale and Servicing Basic Documents to which it is to be a party, including, but not limited to, any payments that may be owed by the Trust under the Swap Agreement; (ivv) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Noteholders and the Noteholders others specified in Sections 2.07 and in respect 2.08 of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) Administration Agreement. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this AgreementAgreement and to sell the Notes and the Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to purchase the Mortgage Loans, 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 Collection Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Collection Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to ------------------- engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Trust Agreement, to sell the Notes and the Certificates and to make payments on the Notes and distributions on the Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates pursuant the Certificates, to purchase the Sale Underlying Securities; (to enter into the Swap Agreement), and Servicing Agreementto pay the organizational, start-up and transactional expenses of the Trust; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Estate, (the making of payments to the Swap Counterparty) and the making of distributions to the Certificateholders and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Trust Agreement or the other Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (ia) to issue the Notes pursuant to the Indenture and the Trust Certificates pursuant to this AgreementAgreement and to sell the Notes and the Trust Certificates; (iib) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Trust Certificates, to purchase the Initial Receivables, to pay the organizational, start-up and transactional expenses of the Trust 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 Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (ivd) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (e) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vf) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates the Certificate pursuant to this AgreementAgreement and to sell or transfer the Notes and the Certificate in one or more transactions; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificate, to fund the Spread Account pursuant to the Sale terms of the Spread Account Agreement and Servicing to purchase the Receivables pursuant to this Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Certificateholder pursuant to the terms of the Sale and Servicing this Agreement any portion of TRUST AND SERVICING AGREEMENT the Trust Estate estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documentsrelated documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate estate and the making of distributions to the Certificateholders Certificateholder, the Noteholders, the Insurer and the Noteholders others specified in this Agreement and the Indenture. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and 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, and the Trust shall have the power and authority and is authorizedauthority, to engage in the following activities: (i) to issue the Class A Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell the Class A Notes and the Certificates; (ii) with the proceeds of the sale of the Class A Notes and the Certificates, to acquirefund the Reserve Account and to pay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for the Notes and Certificates Seller pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Property to the Trust Collateral Agent pursuant to, to the Sale and on Servicing Agreement for the terms and conditions set forth inbenefit of the Securityholders, the Indenture Class A Insurer and to hold, manage and distribute to Certificateholders the Seller pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; (iv) to enter into, execute and perform its obligations under the Basic Documents to which it is a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of distributions to the Certificateholders Certificateholders, the Class A Insurer and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Class A Noteholders; and (bvii) at any time to enter into derivatives transactions. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and Certificates pursuant to this Agreementsell such Notes; (ii) with the proceeds of the sale of the Notes, to acquirepay the organizational, hold start-up and manage transactional expenses of the Trust Estate (including and to pay the Receivables and related property) from balance to the Depositor in exchange for and the Notes and Certificates Company, as their interests may appear pursuant to the Sale and Servicing AgreementIndenture; (iii) to purchase, hold, assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement Indenture any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and; (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any.Noteholders; and (bvii) to issue the Residual Interest Certificates pursuant to this Agreement. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this AgreementAgreement and to sell the Notes and the Certificates; (ii) to acquire, hold and manage with the Trust Estate (including proceeds of the Receivables and related property) from the Depositor in exchange for sale of the Notes and Certificates the Certificates, to purchase the Mortgage Loans, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance to the Depositor pursuant to the Sale and Servicing Agreement; (iii) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to Certificateholders the Owners pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (v) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (vvi) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders Owners and the Noteholders and Noteholders. The Trust is hereby authorized to engage in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Agreement or the Basic Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, authorized to engage in the following activities: : (i) to issue Notes in one or more Series pursuant to the Indenture and Certificates pursuant to this Agreement; Indentures; (ii) to acquireissue Transferor Certificates in one or more Series pursuant to this Master Trust Agreement and Series Trust Supplements; (iii) to Grant Series Assets to an Indenture Trustee pursuant to an Indenture; (iv) to distribute to a Transferor pursuant to this Master Trust Agreement, hold the Series Trust Supplements, and manage the Trust Estate (including other Transaction Documents any portion of the Receivables and related property) Series Assets released from the Depositor Lien of the related Indenture and any other amounts provided for in exchange for the Notes and Certificates pursuant to the related Sale and Servicing Agreement; ; (iiiv) to assign, grant, transfer, pledge, mortgage enter into and convey perform its obligations under the Trust Estate pursuant to, and on the terms and conditions set forth in, the Indenture and Transaction Documents to hold, manage and distribute to Certificateholders pursuant to the terms of the Sale and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture as set forth therein and in the Sale and Servicing Agreement; which it becomes a party; (ivvi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient appropriate to accomplish any of the foregoing or are incidental thereto or connected therewithto them; and and (vvii) subject to compliance with the Basic Transaction Documents, to engage in such any other activities as may be required in connection with conservation appropriate to conserve the Series Assets of the Trust Estate any subtrust and make distributions to any Transferor and the making holders of distributions to the Certificateholders and the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) Notes. The Trust shall not engage in any activity other than in connection with the foregoing and activities or other than as required or authorized by this Master Trust Agreement or the terms of the Basic other Transaction Documents.

Purposes and Powers. (a) The purpose of the Trust is, and the Trust shall have the power and authority and is authorized, to engage in the following activities: (i) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this AgreementTrust Agreement and to sell the Notes and the Certificates; (ii) to acquirepurchase the Loans and to pay organizational, hold start-up and manage transactional expenses of the Trust Estate (including the Receivables and related property) from the Depositor in exchange for the Notes and Certificates pursuant to the Sale and Servicing AgreementTrust; (iii) to assign, grant, transfer, pledge, mortgage pledge and convey the Trust Estate Loans pursuant to, and on the terms and conditions set forth in, to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Sale and Servicing Agreement Section 5.01 any portion of the Trust Estate Loans released from the Lien of, and remitted to the Trust pursuant to, to the Indenture as set forth therein and in the Sale and Servicing AgreementIndenture; (iv) to assign, grant, transfer, own, pledge and convey the Loans in connection with any such termination; (v) to enter into and perform its obligations under the Basic Documents to which it is to be a party; (vi) to engage in those activities, including entering into and performing such agreements (includingagreements, without limitation, the Basic Documents) that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith, including, without limitation, to accept additional contributions of equity that are not subject to the Lien of the Indenture; and (vvii) subject to compliance with the Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of distributions to the Certificateholders and Securityholders. The Trust is hereby authorized to engage in the Noteholders and in respect of amounts to be released to the Depositor, the Servicer, the Administrator and third parties, if any. (b) foregoing activities. The Trust shall not engage in any activity other than in connection with the foregoing and or other than as required or authorized by the terms of this Trust Agreement or the Basic DocumentsDocuments while any Note is outstanding without the consent of the Certificateholders and the Trust Administrator.