Enumerated Powers Sample Clauses

Enumerated Powers. Without in any way limiting the plenary powers set forth in subsection (1) above, the Governing Body is specifically authorized to undertake all actions for the installation, administration, management, operation, maintenance, upgrade, and enhancement of emergency telephone service and emergency notification service within the Governing Body's jurisdiction that the Governing Body believes are necessary and appropriate and consistent with applicable law, including but not limited to: a. imposing, collecting, and auditing all charges and surcharges in the Governing Body’s jurisdiction as set forth in Part 1 of Title 29, Article 11, as may be amended, and expending such funds as authorized by statute and this Agreement. b. owning, operating, maintaining, leasing (as Lessor or Lessee), selling, or otherwise disposing of any legal or equitable interest in real and personal property. c. adopting budgets, maintaining bank accounts, and investing funds. d. carrying over funds which have not been used in a given fiscal year to the following fiscal year. e. negotiating, entering into, amending (if necessary), and performing contracts. f. adopting, reviewing, and amending the Bylaws and passing resolutions not in conflict with this Agreement. g. adopting, reviewing on an annual basis, and amending (if necessary) the Governing Body’s intergovernmental agreements other than this Agreement, as well as policies, protocols, procedures, or rules and regulations (collectively, "Policies") related to the provision of emergency telephone service and emergency notification service within the Governing Body's jurisdiction on subjects including but not limited to: o Human Resources o cost sharing o street naming o pictometry o geographic information systems (GIS) o Master Street Address Guide (MSAG) o 911 Call Flow/Routing o use of the backup PSAP o 911 network o fiber optic cable (leasing and owning) o customer-premises equipment (CPE) and other equipment o computer aided dispatch (CAD) system o Combined Regional Information Systems Project (CRISP) o insurance for PSAP equipment owned by the Governing Body and located at a facility owned by a Party o emergency alert systems (selection and use) o complex emergency events o records retention and compliance with applicable law o training, accreditation, and certification o Emergency Medical Dispatch (EMD) o call boxes o finances and investments In the event of a conflict, direct or indirect, between a provision the Policies and th...
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Enumerated Powers. To exercise or perform any act, power, duty, right or obligation whatsoever that I now have for property, real or personal, tangible or intangible, now owned or hereafter acquired by me, including, without limitation, the following specifically enumerated powers. I grant to my Agent full power and authority to do everything necessary in exercising any of the powers herein granted as fully as I might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that my Agent shall lawfully do or cause to be done by virtue of this power of attorney and the powers herein granted:
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Enumerated Powers. The Authority’s powers shall include the following: (a) to acquire, operate, manage, own, lease (as lessee or lessor), sell, construct, reconstruct, maintain, or repair, or dispose of real and personal property, buildings, works, improvements, or other facilities necessary to carry out the purposes of this Agreement in the name of the Authority; (b) to make and enter into contracts, including, without limitation, contracts with local governmental entities, including the Members, and other special districts, authorities, corporations, cities, counties and state or federal agencies, provided, however, that the power shall be limited as provided in Section 32-1-1001, C.R.S., as amended, and other laws applicable to special districts; (c) to accept gifts, grants, and revenue from any lawful source; (d) to sue and be sued in the Authority’s own name; (e) to hire and terminate agents, employees, consultants and professionals; (f) to approve and modify master plans to provide for the Services; to dedicate property acquired or held by it for public works, improvements, facilities, utilities, and related purposes; and to agree, in connection with any of its contracts, to any conditions that it deems reasonable and appropriate including, but not limited to, conditions attached to federal financial assistance, and to include in any contract made or let in connection with any project of the Authority provisions to fulfill such of said conditions as it may deem reasonable and appropriate; (g) to prepare and approve an annual budget and any necessary amended or supplemental budgets, as set forth in Article 4, herein; (h) to approve, set, impose, collect, pledge, spend, reserve, and use rates, fees, tolls, charges and penalties for facilities, services, and programs furnished or to be furnished by the Authority; (i) to adopt, xxxxxx, and amend bylaws and regulations pursuant to Section 2.08, above; (j) to enter into agreements for the purpose of securing any necessary professional, administrative, or support services; (k) to keep and maintain financial books and records to account for all expenditures of funds, and to obtain an annual independent audit (or annual application for audit exemption) by certified public accountants selected by the Board of such records, with all of the same to be made available to the Members at any time upon request; (l) to accept contributions, grants, or loans from any public or private agency, individual, or the United States or the State...
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Enumerated Powers. Without limiting the generality of Section 7.1(a), but subject to the restrictions in Section 7.3, the General Partner shall have full power, without the consent of the Limited Partners, to: (i) Execute any and all agreements, contracts, leases, documents, certificates and instruments (including, without limitation, the Share Purchase Agreement, the Share Exchange Agreement and the Loan Agreement) as are or may be necessary or advisable in connection with the acquisition, ownership, financing, refinancing, or sale of all or any portion of the Algatec Shares, the Loan or other assets of the Partnership, and the efficient conduct and operation of the Partnership's business, including any amendments to any such agreements, contracts, documents, certifications and instruments; (ii) To the extent that funds of the Partnership are available, prepay in whole or in part, any indebtedness of the Partnership; (iii) Employ employees, agents, attorneys, accountants, investment bankers, engineers, appraisers, or other consultants or contractors, including those who may be Affiliates of the General Partner or the Limited Partners or a related Person, provided the terms of such employment in accordance with Section 7.1(d); (iv) To the extent that funds of the Partnership are available, perform or cause to be performed the Partnership's obligations, and engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Partnership as set forth in Section 2.5, as may be lawfully carried on or performed by a partnership under the laws of the State of Delaware; (v) Protect and preserve the ownership, title and interest of the Partnership with respect to the Algatec Shares or other Partnership assets, to collect all amounts due to the Partnership and otherwise to enforce all rights of the Partnership and, in that connection, to retain counsel and institute such suits or proceedings, in the name and on behalf of the Partnership; (vi) To the extent that funds of the Partnership are available, to pay all debts and obligations of the Partnership and to make distributions periodically to the Partners out of the Partnership account and in accordance with the provisions of this Agreement; (vii) Take such actions as the General Partner determines are advisable or necessary to preserve the tax status of the Partnership as a partnership for federal income tax purposes; (viii) Exe...
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Enumerated Powers. In managing the affairs of the Corporation, the Board (among other things) shall: A. Elect the members of the Board and the Associate Board, the officers of the Corporation, other than the vice-presidents of the Corporation,, the Board Officers (as defined below) and Directors Emeritus; B. Appoint the At Large Board Members on the Executive Committee; C. Remove (as deemed appropriate or as required in these By-lawsBylaws) the members of the Board and, the Associate Board, the officers of the Corporation, Officers and Directors Emeritus; X. Xxxxxx (as deemed appropriate) the appointmentappointments of the Chair of the Board (the “Board Chair”) of all chairpersons and members of all standing committees of the Board (the “Standing Committees”), other than the Executive Committee and the Nominating Committee, and all special committees of the Board (the “Special Committees”);
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Enumerated Powers. The Executive Committee shall conduct all necessary or timely business, including expenditures not to exceed $35,000 in value, between meetings of the Board, subject in each instance to ratification by the Board at its next meeting. The Board shall not unreasonably withhold ratification. The Executive Committee shall also be responsible for developing the long -range and short -range plans for the Corporation including facility planning.
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Enumerated Powers. In general, the Authority shall have the power to exercise all powers conferred by law upon a separate legal entity organized pursuant to Sections 29-1-203 and 29-1-203.5, C.R.S., as amended, or essential to the provision of its functions, services, and facilities, and subject to such limitations as are or may be prescribed by law, the Service Plan or in this Agreement. In accordance with Section 29-1-203.5(2)(a), C.R.S., the Authority is expressly authorized to exercise any general power of a special district specified in Part 10 of Article 1 of Title 32, C.R.S., so long as each of the Members may lawfully exercise the power; provided, however, that pursuant to Section 29-1-203.5(2)(b), C.R.S., the Authority may not levy a tax or exercise the power of eminent domain. To the extent permitted by law and subject to the limitations set forth in the Service Plan and this Agreement, the Authority’s powers shall include, without limitation, the following: (a) to acquire, operate, manage, own, lease (as lessee or lessor), sell, construct, reconstruct, maintain, or repair, or dispose of all or any portion of real and personal property, buildings, works, improvements, or other facilities necessary to carry out the purposes of this Agreement in the name of the Authority; (b) to make and enter into contracts, including, without limitation, contracts with local governmental entities including, but not limited to, the Members, and other special districts, business improvement districts, authorities, corporations, cities, counties and state or federal agencies; (c) to accept gifts, grants, and revenue from any lawful source; (d) to sue and be sued in the Authority’s own name; (e) to hire and terminate agents, employees, consultants and professionals; (f) to approve and modify master plans to provide for the Services; to dedicate property acquired or held by it for public works, improvements, facilities, utilities, and related purposes; and to agree, in connection with any of its contracts, to any conditions that it deems reasonable and appropriate including, but not limited to, conditions attached to federal financial assistance, and to include in any contract made or let in connection with any project of the Authority provisions to fulfill such conditions as it may deem reasonable and appropriate; (g) to prepare and approve an annual budget and any necessary amended or supplemental budgets, as set forth in Article 4, herein; (h) to approve, set, impose, collect, pledge...
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Enumerated Powers. Without limiting the foregoing general powers and duties, the General Partner is hereby authorized and empowered on behalf and in the name of the Partnership, or on its own behalf and in its own name, or through agents as may be appropriate, subject to the limitations contained elsewhere in this Agreement: (i) to take all actions to cause the Partnership to invest in the BDC Shares and fulfill its obligations under the Special Tender Offer; (ii) to hire for usual and customary payments and expenses consultants, brokers, prime brokers, appraisers, rating agencies, attorneys, accountants, administrators, advisors, subadvisors, depositaries and such other agents (whether Affiliates or third parties) for itself or for the Partnership as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Partnership; (iii) to act as (or appoint) the Partnership Representative and Designated Individual; have and exercise any authority permitted the Partnership Representative (and, to the extent reasonably practicable, the Designated Individual) under the relevant Partnership Audit Rules; take whatever steps the Partnership Representative deems necessary or desirable to perfect such designations and exercise such authority, including filing any forms and documents with the U.S. Internal Revenue Service or any other tax authority; and take such other action as may from time to time be required or authorized under applicable law; (iv) to make any and all elections for U.S. federal, state, local and non-U.S. tax matters, including any election pursuant to Section 6226 of the Code or any election to adjust the basis of Partnership property pursuant to Sections 734(b), 743(b) and 754 of the Code or, in each case, any comparable provisions of U.S. federal, state, local or non-U.S. law; (v) to deliver or cause to be delivered details in the prescribed form of any change in the Partnership which the General Partner is obliged to deliver pursuant to the provisions of the Act within the relevant time limit; (vi) to make, execute, deliver, record and file all certificates, instruments, documents, reports or statements, or any amendment thereto, of any kind necessary or desirable to accomplish the business, purpose and objectives of the Partnership, in each case as required by any applicable law, agreement or its business judgment; (vii) to authorize and delegate authority to any partner, director, officer, employee, Affiliate or other agent of t...
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Enumerated Powers. No enumeration of specific powers made herein shall be construed as a limitation upon the foregoing general power, nor shall any of the powers conferred herein upon the Trustee be exhausted by the use thereof, but each shall be continuing. In addition to the above, the Trustee shall have all of the powers authorized by the Pennsylvania Uniform Trust Act (as though such powers were set forth herein) and, in addition, the Trustee is specifically authorized and empowered to exercise those powers hereinafter set forth: (1) To retain any property constituting the original Trust Estate or added thereto; to hold the cash of the Trust Estate in accounts with any financial institution (provided such accounts are insured); and/or, from time to time; to invest or reinvest the assets of Trust Estate in shares of registered investment companies (commonly called mutual funds, including those administered by the Trustee), stocks, bonds, partnerships or other investments which the Trustee, in its sole discretion, deems desirable for the trust and the beneficiaries thereof. The Trustee shall exercise the judgment and care which men of prudence, discretion and intelligence exercise in the management of their own affairs, not in regard to speculation but in regard to the permanent disposition of their funds, considering the probable income as well as the probable safety of their capital. After exercising such discretion, the Trustee shall be fully relieved of any and all liability to any person whatsoever if the value of the securities held in trust hereunder shall decline in value; (2) To sell at public or private sale any property constituting the Trust Estate for such price and upon such terms and conditions as the Trustee may deem proper, including the power to convey; (3) To vote directly or by proxy at any election or stockholders’ meeting any shares of stock held hereunder; (4) To participate in any plan or proceeding for protecting or enforcing any right or interest arising from any property held in the Trust Estate; (5) To borrow for the Trust Estate from any person, corporation or other entity, including the Trustee or any related, affiliated or subsidiary corporation or business venture of the Trustee, at such rates and upon such terms and conditions as the Trustee shall deem advisable, and to pledge as security therefor any of the assets of the Trust Estate for the benefit of which such loan is made; to execute, acknowledge and deliver mortgages, deeds of trust o...
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Related to Enumerated Powers

  • Duties and Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.

  • Additional Powers The Trustees shall have the power and authority on behalf of the Trust: (i) to employ, engage or contract with, or make payments to, such Persons as the Trustees may deem desirable for the transaction of the business of the Trust or any Series thereof, including, without limitation, any Trustee or officer of the Trust or any firm of which any such Trustee or officer is a member, whether as agents or independent contractors of the Trust or any Series thereof, or as delegates of the Trustees, officers, or any other Person who may be involved with the management of the business affairs of the Trust or any Series thereof, to have such titles, and such rights, powers and duties as the Trustees may determine from time to time, to terminate any such employment, engagement or contract or other relationship, and to delegate to any such Person the supervision of any other Person that has been so employed, engaged or contracted with; (ii) to authorize the Trust to enter into joint ventures, partnerships and any other combinations or associations; (iii) to elect and remove such officers as they consider appropriate, including, without limitation, a president and a secretary; (iv) to authorize the Trust to indemnify any Person with whom the Trust has dealings, including, without limitation, any service provider employed pursuant to Article VII hereof, to such extent as the Trustees shall determine; (v) to authorize the Trust to purchase, and pay for out of Trust Property, (A) insurance policies insuring the Shareholders, Trustees, officers, employees and any other Persons, including, without limitation, any service provider employed pursuant to Article VII hereof, against any or all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity whether or not the Trust would have the power to indemnify such Person against such liability, (B) insurance for the protection of Trust Property, (C) insurance as may be required by applicable law, or (D) such other insurance as the Trustees shall deem advisable, in each case as the Trustees shall determine; (vi) to authorize the Trust to establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans, including the purchasing of life insurance and annuity contracts as a means of providing such retirement and other benefits, for any Trustees, officers, employees and agents of the Trust; (vii) to authorize the Trust to guarantee indebtedness or contractual obligations of others; (viii) to determine and change the fiscal year of the Trust or any Series and the method by which its accounts shall be kept; (ix) to adopt a seal for the Trust, but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust; and (x) to engage in any other lawful act or activity in connection with or incidental to any of the powers enumerated in this Declaration, to do everything necessary, suitable or proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and to do every other act or thing incidental or appurtenant to or growing out of or connected with the aforesaid business or purposes, objects or powers.

  • Powers It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

  • Enumeration; Qualification The officers of the Trust shall be a President, a Treasurer, a Secretary, and such other officers, if any, as the Trustees from time to time may in their discretion elect. The Trust also may have such agents as the Trustees from time to time may in their discretion appoint. An officer may be but need not be a Trustee or shareholder. Any two or more offices may be held by the same person.

  • Statutory Powers For the purposes of all powers implied by statute the Secured Obligations shall be deemed to have become due and payable on the date of this Assignment.

  • Rights and Powers Creditor may, without obligation to do so, exercise one or more of the following rights and powers with respect to the Collateral: (a) Accept in its discretion, but subject to the applicable limitations of Section 8, other property of the Borrower in exchange for all or part of the Collateral and release Collateral to the Borrower to the extent necessary to effect such exchange, and in such event the money, property or securities received in the exchange shall be held by the Creditor as substitute security for the Note and all other indebtedness secured hereunder; (b) Perform such acts as are necessary to preserve and protect the Collateral and the rights, powers and remedies granted with respect to such Collateral by this Agreement; and (c) Transfer record ownership of the Collateral to Creditor or its nominee and receive, endorse and give receipt for, or collect by legal proceedings or otherwise, dividends or other distributions made or paid with respect to the Collateral, but only if there exists at the time an outstanding event of default under Section 9 of this Agreement. Any action by Creditor pursuant to the provisions of this Section 3 may be taken without notice to Borrower. Expenses reasonably incurred in connection with such action shall be payable by the Borrower and form part of the indebtedness secured hereunder, as provided in Section 11. So long as there exists no event of default under Section 9 of this Agreement, Borrower may exercise all Member voting rights and be entitled to receive any and all regular cash distributions paid on the Collateral. Accordingly, until such time as an event of default occurs under this Agreement, all proxy statements and other Member materials pertaining to the Collateral shall be delivered to the Borrower at the address indicated below. Any cash sums that Creditor may receive in the exercise of its rights and powers under this Section 3 shall be applied to the payment of the Note and any other indebtedness secured hereunder, in such order of application, as Creditor deems appropriate. Any remaining cash shall be paid over to the Borrower.

  • Police Powers The Grantee agrees to comply with the terms of any lawfully adopted generally applicable local ordinance necessary to the safety, health, and welfare of the public, to the extent that the provisions of the ordinance do not have the effect of limiting the benefits or expanding the obligations of the Grantee that are granted by this Franchise. This Franchise is a contract and except as to those changes which are the result of the Grantor’s lawful exercise of its general police power, the Grantor may not take any unilateral action which materially changes the mutual promises in this contract.

  • Purposes; Powers (a) The purposes of the Partnership shall be, directly or indirectly through subsidiaries or Affiliates: (i) to serve as a limited partner or general partner of BTAS IV and perform the functions of a limited partner or general partner of BTAS IV specified in the BTAS IV Agreements; (ii) if applicable, to serve as, and hold the Capital Commitment BTAS IV Interest as, a capital partner (and, if applicable, a limited partner and/or a general partner) of BTAS IV and perform the functions of a capital partner (and, if applicable, a limited partner and/or a general partner) of BTAS IV specified in the BTAS IV Agreements; (iii) to invest in Capital Commitment Investments and/or GP-Related Investments and acquire and invest in Securities or other property directly or indirectly through BTAS IV; (iv) to make the Blackstone Commitment or a portion thereof, either directly or indirectly through another entity; (v) to serve as a general partner or limited partner of any Other Fund GP and perform the functions of a general partner or limited partner, member, shareholder or other equity interest owner specified in any such Fund GP’s respective partnership agreements, limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time; (A) to serve as a general or limited partner of any other partnership and perform the functions of a general or limited partner in any such partnership’s respective partnership agreement, as amended, supplemented, restated or otherwise modified from time to time, and (B) to serve as a member, shareholder or other equity interest owner of limited liability companies, other companies, corporations or other entities and perform the functions of a member, shareholder or other equity interest owner specified in the respective limited liability company agreement, charter or other governing documents, as amended, supplemented, restated or otherwise modified from time to time, of any such limited liability company, company, corporation or other entity; (vii) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the General Partner and as are permitted under the Partnership Act, the BTAS IV Agreements, and any applicable partnership agreement, limited liability company agreement, charter or other governing document referred to in clause (iii) or (iv) above, in each case as the same may be amended, supplemented, restated or otherwise modified from time to time; (viii) any other lawful purpose; and (ix) to do all things necessary, desirable, convenient or incidental thereto. (b) In furtherance of its purposes, the Partnership shall have all powers necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following: (i) to be and become a general partner or limited partner of partnerships, a member of limited liability companies, a holder of common and preferred stock of corporations and/or an investor in the foregoing entities or other entities, in connection with the making of Investments or the acquisition, holding or disposition of Securities or other property or as otherwise deemed appropriate by the General Partner in the conduct of the Partnership’s business, and to take any action in connection therewith; (ii) to acquire and invest in general partner or limited partner interests, in limited liability company interests, in common and preferred stock of corporations and/or in other interests in or obligations of the foregoing entities or other entities and in Investments and Securities or other property or direct or indirect interests therein, whether such Investments and Securities or other property are readily marketable or not, and to receive, hold, sell, dispose of or otherwise transfer any such partner interests, limited liability company interests, stock, interests, obligations, Investments or Securities or other property and any dividends and distributions thereon and to purchase and sell, on margin, and be long or short, futures contracts and to purchase and sell, and be long or short, options on futures contracts; (iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not; (iv) to invest and reinvest the cash assets of the Partnership in money-market or other short-term investments; (v) to hold, receive, mortgage, pledge, grant security interests over, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Partnership; (vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness; (vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest; (viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices; (ix) to open, maintain and close accounts, including margin accounts, with brokers; (x) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (xi) to engage accountants, auditors, custodians, investment advisers, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable; (xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies; (xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient or advisable or incident to carrying out its purposes; (xiv) to xxx and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Partnership, and to execute all documents and make all representations, admissions and waivers in connection therewith; (xv) to distribute, subject to the terms of this Agreement, at any time and from time to time to the Partners cash or investments or other property of the Partnership, or any combination thereof; and (xvi) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware and other applicable law.

  • Ownership Powers To vote or give assent, or exercise any rights of ownership, with respect to stock or other securities, debt instruments or property; and to execute and deliver proxies or powers of attorney to such person or persons as the Trustees shall deem proper, granting to such person or persons such power and discretion with relation to securities, debt instruments or property as the Trustees shall deem proper;

  • Purposes and Powers The purpose of the Trust is, and the Trust shall have the power and authority, to engage in the following activities: (a) to acquire, manage and hold the Receivables; (b) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement, and to sell, transfer or exchange the Notes and the Certificates; (c) to acquire certain property and assets from the Depositor on the Closing Date pursuant to the Trust Sale Agreement and any other Further Transfer Agreements, to make payments to the Noteholders and the Certificateholders, to make deposits into and withdrawals from the Reserve Account and to pay the organizational, start-up and transactional expenses of the Trust; (d) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the terms of the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of this Agreement and the Servicing Agreement any portion of the Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (e) to enter into and perform its obligations and exercise its rights under the Basic Documents to which it is to be a party; (f) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (g) 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 Securityholders. 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 Basic Documents. Notwithstanding anything to the contrary in this Agreement or in any other document, neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to acquire any other investments, reinvest any proceeds of the Trust or engage in activities other than the foregoing, and, in particular neither the Trust nor the Owner Trustee (nor any agent of either person) shall be authorized or empowered to do anything that would cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

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