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, dated April 27, 2005, among
the Trust, the Seller and Wachovia Capital Markets, LLC.
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