Common use of Purpose and Powers Clause in Contracts

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The purpose of the Trust shall have the power and authority is to engage in any of the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and CertificatesAgreement; (bii) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of and the transfer Seller, as their interests may appear pursuant to the Trust of the CollateralSale and Servicing Agreement; (ciii) 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 the Transfer Sale and Servicing Agreement any portion of the Collateral Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Documents to which it is to be a party; (ev) 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 (fvi) subject to compliance with the Operative AgreementsDocuments, to engage in such other activities as may be required in connection with conservation of the assets of the Trust Estate and the making of distributions and payments to the Certificateholders and the NoteholdersOwners of the Notes. The Trust is hereby authorized to engage in the foregoing activities. The Trust activities and 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 Operative AgreementsDocuments.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap any Cap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer Sale and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Interest Rate Cap Agreements to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Interest Rate Cap Agreements to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes from time to time pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and such Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from transfer the Notes and Certificates to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture on behalf of the Noteholders and for the benefit of the Insurer and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer Sale and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Transaction Documents to which it is to be a party; (e) 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 (f) subject to compliance with the Operative AgreementsTransaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments payments, as applicable, to the Certificateholders and Certificateholders, the Noteholders, the Issuer, the Owner Trustee, the Indenture Trustee and any Person pursuant to the Transaction Documents. 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 Operative AgreementsTransaction Documents.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes from time to time pursuant to the Indenture and the Residual Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and such Residual Certificates; (b) with the proceeds of the sale of the Notes and the Residual Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments payments, as applicable, to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the any Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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; (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders; and (g) to maintain its qualification as a FASIT for federal income tax purposes. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements [and the Swap any Cap Agreement to which it is to be a party]; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements Documents and the any Swap Agreement or Cap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative AgreementsDocuments, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders. 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 Operative AgreementsDocuments.

Purpose and Powers. The purpose of the Trust is, and the Trust shall have the power and authority authority, to engage in any of the following activities: (a) to issue the one or more Classes of Notes pursuant to the Indenture and the one or more Ownership Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and such Ownership Certificates; (b) with to acquire the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds Collateral from the Notes to the Depositor in consideration of the transfer to the Trust of the CollateralDepositor; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer Sale and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under obligations, or exercise its rights under, the Operative Agreements (as defined in the Sale and Servicing Agreement), including the Yield Maintenance Agreement, the Auction Swap Agreement and Servicing Agreements to which it is to be a partyparty or an assignee of the rights thereunder; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The purpose of the Trust is, and the Trust shall have the power and authority authority, to engage in any of the following activities: (a) to issue the one or more Classes of Notes pursuant to the Indenture and the one or more Owner Trust Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and such Owner Trust Certificates; (b) with to acquire the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds Collateral from the Notes to the Depositor in consideration of the transfer to the Trust of the CollateralDepositor; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer Sale and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under obligations, or exercise its rights under, the Operative Agreements (as defined in the Sale and the Swap Agreement Servicing Agreement) to which it is to be a partyparty or an assignee of the rights thereunder; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Interest Rate Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and CertificatesCertificate; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from deliver the Notes and the Certificate to the Depositor in consideration of the transfer to the Trust of the CollateralMortgage Loans and related assets that constitute, in part, the Trust Fund; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Fund pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral Trust Fund released from the lien of, and remitted to the Trust Trust, pursuant to, to the IndentureIndenture and the Transfer and Servicing Agreement as specifically described herein; (d) to enter into and perform its obligations under the Cap Agreement and the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with the conservation of the Trust Estate Fund and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders, respectively. 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 Operative Agreements.

Purpose and Powers. The Trust shall have purpose of the Issuer is, and the Issuer has the power and authority authority, to engage in any of the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such sell the Notes and Certificatesthe Certificates upon the written order of the related Transferor; (bii) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust Issuer, to acquire the Receivables and to pay the balance Transferors the amounts owed pursuant to Section 2.01 of each of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the CollateralTransfer and Servicing Agreements; (ciii) to assign, grant, transfer, pledge, pledge and mortgage and convey the Trust Estate to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Transferors pursuant to the terms of this Agreement and the Transfer and Servicing Agreement Transaction Documents any portion of the Collateral Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (div) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Transaction Documents to which it is to be a party; (ev) 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 (fvi) subject to compliance with the Operative AgreementsTransaction Documents, to engage in such other activities as may be are required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders Noteholders and distributions to the NoteholdersCertificateholders. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall Issuer may 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 Operative Agreementsother Transaction Documents.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Agreements to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and CertificatesCertificate; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from deliver the Notes and the Certificate to the Depositor in consideration of the transfer to the Trust of the CollateralMortgage Loans and related assets that constitute, in part, the Trust Fund; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Fund pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral Trust Fund released from the lien of, and remitted to the Trust Trust, pursuant to, to the IndentureIndenture and the Transfer and Servicing Agreement as specifically described herein; (d) to enter into and perform its obligations under the Cap Agreement and the Operative Agreements and the Swap Agreement to which it is to be a party; (e) to maintain the Mortgage Insurance Policy; (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 (fg) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with the conservation of the Trust Estate Fund and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders, respectively. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes Securities to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from deliver the Notes and the Certificates to the Depositor in consideration of the transfer to the Trust of the CollateralMortgage Loans and related assets that constitute, in part, the Trust Fund; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Fund pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral Trust Fund released from the lien of, and remitted to the Trust Trust, pursuant to, to the IndentureIndenture and the Transfer and Servicing Agreement as specifically described herein; (d) to enter into and perform its obligations under the Cap Agreement and the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with the conservation of the Trust Estate Fund and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders, respectively. 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 Operative Agreements.

Purpose and Powers. The Trust shall have purpose of the Issuer is, and the Issuer has the power and authority authority, to engage in any of the following activities: (ai) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of sell the Notes and the Certificates, Certificates upon the written order of the Transferor[s]; (ii) to pay the organizational, start-up and transactional expenses of the Trust Issuer, to acquire the Receivables and to pay the balance Transferor[s] the amounts owed pursuant to Section 2.01 of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the CollateralTransfer and Servicing Agreement[s]; (ciii) to assign, grant, transfer, pledge, pledge and mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Transferor[s] or the Noteholders pursuant to the terms of this Agreement and the Transfer and Servicing Agreement Transaction Documents any portion of the Collateral Trust Estate released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (div) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Transaction Documents to which it is to be a party; (ev) 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 (fvi) subject to compliance with the Operative AgreementsTransaction Documents, to engage in such other activities as may be are required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders Noteholders and distributions to the NoteholdersTransferor[s]. The Trust is hereby authorized to engage in the foregoing activities. The Trust shall Issuer may 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 Operative AgreementsTransaction Documents.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the any Swap Agreement or Cap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Ownership Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and such Ownership Certificates; (b) with the proceeds of the sale of the Notes and the Ownership Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements Documents and the any Swap Agreement or Cap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative AgreementsDocuments, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders. 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 Operative AgreementsDocuments.

Purpose and Powers. The purpose of the Owner Trust shall have the power and authority is to engage in any of the following activities: (ai) to issue issue, provide security for and pay the Notes pursuant to the Indenture enter into agreements related to Series Enhancements and make payments related thereto and provide security therefor and to issue, pay and distribute amounts with respect to the Certificates pursuant to this Agreement or otherwise to evidence the rights of the Owners and make distributions to sellthe Owners pursuant to this Agreement; and in connection with the issuance of the Notes to purchase any futures, transfer and exchange such Notes and Certificatesforward, swap, option contract, interest rate caps or other financial instrument with similar characteristics; (bii) with the proceeds of the sale of the Notes and the CertificatesNotes, to pay the organizational, start-up and transactional expenses of acquire the Trust Assets and related property and to pay the balance Transferors the amounts owed pursuant to Section 2.01 of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the CollateralTransfer and Servicing Agreement; (ciii) to assign, grant, transfer, pledge, pledge and mortgage and convey the Trust Estate Collateral pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Owners and the Noteholders pursuant to the terms of this Agreement and the Transfer and Servicing Agreement Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Transaction Documents to which it is to be a party; (ev) 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 (fvi) subject to compliance with the Operative AgreementsTransaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Collateral and the making of distributions and payments to the Certificateholders Noteholders and distributions to the NoteholdersOwners. The Trust is hereby authorized to engage in the foregoing activities. The Owner 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 Operative AgreementsTransaction Documents.

Purpose and Powers. The purpose of the Trust shall have the power and authority is to engage in any of the following activities: (ai) to issue the Notes pursuant to the Indenture Indentures and the Certificates pursuant to this Agreement and to sell, transfer and exchange such sell the Notes and Certificates; (bii) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of and the transfer Seller, as their interests may appear pursuant to the Trust of the CollateralSale and Servicing Agreement; (ciii) to assign, grant, transfer, pledge, mortgage and convey the Owner Trust Estate pursuant to the Indenture terms of the Indentures and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer Sale and Servicing Agreement any portion of the Collateral Owner Trust Estate released from the lien of, and remitted to the Trust pursuant to, the IndentureIndentures; (div) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement Documents to which it is to be a party; (ev) 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 (fvi) subject to compliance with the Operative AgreementsDocuments, to engage in such other activities as may be required in connection with conservation of the assets of the Trust Estate and the making of distributions and payments to the Certificateholders and the NoteholdersOwners of the Notes. The Trust is hereby authorized to engage in the foregoing activities. The Trust activities and 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 Operative AgreementsDocuments.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificatessuch Ownership Certificate; (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the any Swap Agreement or Cap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The purpose of the Trust is, and the Trust shall have the power and authority authority, to engage in any of the following activities: (a) to issue the one or more Classes of Notes from time to time pursuant to the Indenture and the Certificates Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates;such Ownership Certificate; 201496 HomeBanc 2006-2 Trust Agreement (b) with the proceeds of the sale of the Notes and the CertificatesOwnership Certificate, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap any Cap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the Noteholders. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and CertificatesCertificate; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from deliver the Notes and the Certificate to the Depositor in consideration of the transfer to the Trust of the CollateralMortgage Loans and related assets that constitute, in part, the Trust Fund; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate Fund pursuant to the Indenture Trustee and to hold, manage and distribute to the Certificateholders Certificateholder pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral Trust Fund released from the lien of, and remitted to the Trust Trust, pursuant to, to the IndentureIndenture and the Transfer and Servicing Agreement as specifically described herein; (d) to enter into and perform its obligations under the Cap Agreement and the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with the conservation of the Trust Estate Fund and the making of distributions and payments to the Certificateholders Certificateholder and the Noteholders, respectively. 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 Operative Agreements.

Purpose and Powers. The Trust shall have the power and authority to engage in any of the following activities: (a) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell, transfer and exchange such Notes and Certificates; (b) with the proceeds of the sale of the Notes and the Certificates, to pay the organizational, start-up and transactional expenses of the Trust and to pay the balance of the Net Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into and perform its obligations under the Operative Agreements and the Swap Agreement to which it is to be a party; (e) 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 (f) subject to compliance with the Operative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Certificateholders and the NoteholdersNoteholders and the Swap Counterparty. 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 Operative Agreements.