the Trust, to do or cause
to be done all acts and things necessary, appropriate or convenient to cause the
Trust, to engage solely in the following activities:
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(A)
TO EXECUTE, ISSUE AND DELIVER THE NOTES PURSUANT TO THE INDENTURE,
TO EXECUTE, AUTHENTICATE, ISSUE AND DELIVER THE CERTIFICATE PURSUANT TO THIS
AGREEMENT, AND TO SELL CLASS A NOTES;
(B)
TO USE THE PROCEEDS OF THE SALE OF THE CLASS A NOTES TO FUND THE
RESERVE ACCOUNT AND THE PREFUNDING 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 ALLOCATION AGREEMENT IN CONSIDERATION FOR THE PURCHASE
OF CONTRACTS;
(C)
TO PAY INTEREST ON (WITH RESPECT TO THE CLASS A NOTES) AND
PRINCIPAL OF THE NOTES AND AMOUNTS DISTRIBUTABLE WITH RESPECT TO THE
CERTIFICATE;
(D)
TO ASSIGN, GRANT, TRANSFER, PLEDGE, MORTGAGE AND CONVEY THE
COLLATERAL TO THE INDENTURE TRUSTEE PURSUANT TO THE INDENTURE;
(E)
TO ENTER INTO, EXECUTE, DELIVER AND PERFORM ITS OBLIGATIONS UNDER
THE TRANSACTION DOCUMENTS TO WHICH IT IS TO BE A PARTY;
(F)
SUBJECT TO COMPLIANCE WITH THE TRANSACTION DOCUMENTS, TO ENGAGE
IN SUCH OTHER ACTIVITIES AS MAY BE REQUIRED IN CONNECTION WITH CONSERVATION OF
THE OWNER TRUST ESTATE AND THE MAKING OF DISTRIBUTIONS TO THE NOTEHOLDERS AND
THE HOLDER OF THE CERTIFICATE; AND
(G)
TO ENGAGE IN THOSE ACTIVITIES, INCLUDING ENTERING INTO AGREEMENTS,
THAT ARE NECESSARY, SUITABLE OR CONVENIENT TO ACCOMPLISH THE FOREGOING OR ARE
INCIDENTAL THERETO OR CONNECTED THEREWITH.
The Trust is hereby authorized to engage in the foregoing activities.
The Trust
shall not engage in any activity other than in connection with the foregoing or
other than as required or authorized by the terms of this Agreement or the other
Transaction Documents.
SECTION 2.4
APPOINTMENT OF OWNER TRUSTEE.
The Depositor hereby appoints Deutsche Bank Trust Company Delaware as owner
trustee, as trustee of the Trust effective as of the date hereof, to have all
the rights, powers and authority set forth herein and in the Statutory Trust Act
and Deutsche Bank Trust Company Delaware, as owner trustee, hereby accepts such
appointment.
SECTION 2.5
ORGANIZATIONAL MATTERS.
The Depositor shall pay from amounts payable to it pursuant to Section
3.5(d)(xii) of the Sale and Allocation Agreement, the organizational expenses of
the Trust as they may arise or shall, upon the request of the Owner Trustee,
promptly reimburse the Owner Trustee, in its individual capacity, for any such
expenses paid by the Owner Trustee, in its individual capacity. The net proceeds
from the sale of the Class A Notes shall be used to purchase Contracts and
related property from the Depositor in accordance with Section 2.1 of the Sale
and Allocation Agreement and to fund the Reserve Account and the Prefunding
Account in the amounts required by the Sale and Allocation Agreement.
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SECTION 2.6
DECLARATION OF TRUST.
The Owner Trustee hereby declares that it will hold the Owner Trust Estate in
trust upon and subject to the conditions set