The office of the Trust shall be in care of the Owner Trustee at the Corporate
Trust Office or at such other address in the State of Delaware as the Owner
Trustee may designate by written notice to the Depositor.
SECTION 2.3
PURPOSES AND POWERS.
The purpose of the Trust is, and the Trust shall have power and authority and is
hereby authorized and empowered, without the need for further action on the part
of the Trust, and the Owner Trustee shall have power and authority and is hereby
authorized and empowered, in the
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name and on behalf of the Trust, to do or cause to be done all acts and things
necessary, appropriate or convenient to cause the Trust, to engage solely in the
following activities:
(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.
Any acts of the Owner Trustee and of any person designated and authorized to act
by the Depositor which acts would have been authorized by this Agreement except
that such acts were taken prior to the date of this Agreement are hereby
severally authorized, ratified, confirmed and adopted as acts in the name and on
behalf of the Trust, including without limitation the execution, delivery and
performance by the Trust of the Purchase Agreement.
SECTION 2.4
APPOINTMENT OF OWNER TRUSTEE.
The Depositor hereby appoints Wells Fargo Delaware Trust Company as owner
trustee, as trustee of the Trust effective as of the date hereof, to have all
the