Common use of Xxxxxxxx xxx Xxxxxx Clause in Contracts

Xxxxxxxx xxx Xxxxxx. (x) Xxx xxxited purposes for which the Company is organized are to engage in the following activities, all in accordance with the terms of this Agreement: (i) to acquire from time to time all right, title and interest in and to receivables or leases arising out of or relating to the sale or lease of new or used motor vehicles and farm or industrial equipment, including automobiles, light and heavy duty trucks, tractors and recreational vehicles, monies due thereunder, security interests in the motor vehicles or equipment financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, "Receivables"); (ii) to acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables, collateral securing the Receivables, related insurance policies, agreements with motor vehicles or equipment dealers or lessors or other originators or servicers of Receivables and any proceeds or further rights associated with any of the foregoing; (iii) to transfer Receivables to trusts (the "Trusts") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the "Transfer and Servicing Agreements") to be entered into by and among, among others, the Company, the trustees named therein and any entity acting as servicer of the Receivables; (iv) to authorize, issue, sell and deliver one or more series or classes of bonds, notes or other evidences of indebtedness (the "Notes") or certificates (the "Certificates") or other securities (collectively, the "Securities") issued through the Trusts under the related Transfer and Servicing Agreements and secured or collateralized by one or more pools of Receivables or by certificates of any class issued by one or more trusts established by Ford Credit or any Affiliate thereof, provided that the Company shall have no liability under any such Securities except to the extent of the one or more pools of Receivables or certificates securing or collateralizing such Securities and provided further, that any debt issued by a Trust shall bear its own trustee fees and servicer fees; (v) to acquire from Ford Credit or any Affiliate thereof certificates issued by one or more trusts to which Ford or any Affiliate thereof transferred Receivables; (vi) to hold and enjoy all of the rights and privileges of any Certificates issued by the Trusts to the Company under the related Transfer and Servicing Agreements and to hold and enjoy all of the rights and privileges of any class of Notes, including any class of Notes or Certificates which may be subordinated to any other class of Notes or Certificates; (vii) to perform its obligations under the Transfer and Servicing Agreements and any indenture or other agreement (each, an "Indenture") pursuant to which any Notes are issued; and (viii) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing (such business activities and transactions specified in this Section 2.4 collectively referred to hereinafter as "Permitted Transactions"). (b) The Company, by or through any Manager or any officer of the Company on behalf of the Company, may enter into and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of any Manager or any officer of the Company to enter into other agreements on behalf of the Company.

Xxxxxxxx xxx Xxxxxx. (x) Xxx xxxited Xhe limited purposes for which the Company is organized are to engage in the following activities, all in accordance with the terms of this Agreement: (i) to acquire from time to time all right, title and interest in and to receivables or leases arising out of or relating to the sale or lease of new or used motor vehicles and farm or industrial equipment, including automobiles, light and heavy duty trucks, tractors and recreational vehicles, monies due thereunder, security interests in the motor vehicles or equipment financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, "Receivables"); (ii) to acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables, collateral securing the Receivables, related insurance policies, agreements with motor vehicles or equipment dealers or lessors or other originators or servicers of Receivables and any proceeds or further rights associated with any of the foregoing; (iii) to transfer Receivables to trusts (the "Trusts") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the "Transfer and Servicing Agreements") to be entered into by and among, among others, the Company, the trustees named therein and any entity acting as servicer of the Receivables; (iv) to authorize, issue, sell and deliver one or more series or classes of bonds, notes or other evidences of indebtedness (the "Notes") or certificates (the "Certificates") or other securities (collectively, the "Securities") issued through the Trusts under the related Transfer and Servicing Agreements and secured or collateralized by one or more pools of Receivables or by certificates of any class issued by one or more trusts established by Ford Credit or any Affiliate thereof, provided that the Company shall have no liability under any such Securities except to the extent of the one or more pools of Receivables or certificates securing or collateralizing such Securities and provided further, that any debt issued by a Trust shall bear its own trustee fees and servicer fees; (v) to acquire from Ford Credit or any Affiliate thereof certificates issued by one or more trusts to which Ford or any Affiliate thereof transferred Receivables; (vi) to hold and enjoy all of the rights and privileges of any Certificates issued by the Trusts to the Company under the related Transfer and Servicing Agreements and to hold and enjoy all of the rights and privileges of any class of Notes, including any class of Notes or Certificates which may be subordinated to any other class of Notes or Certificates; (vii) to perform its obligations under the Transfer and Servicing Agreements and any indenture or other agreement (each, an "Indenture") pursuant to which any Notes are issued; and (viii) to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing (such business activities and transactions specified in this Section 2.4 collectively referred to hereinafter as "Permitted Transactions"). (b) The Company, by or through any Manager or any officer of the Company on behalf of the Company, may enter into and perform the Basic Documents and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers of any Manager or any officer of the Company to enter into other agreements on behalf of the Company.

Xxxxxxxx xxx Xxxxxx. (x) Xxx xxxited purposes for which xxxxose of the Company Trust is organized are to engage in the following activities: (a) to issue one or more Classes of the Trust Certificates pursuant to this Agreement and to sell the Trust Certificates in one or more transactions; (b) to issue one or more Classes of Notes pursuant to the Master Indenture and the applicable Terms Supplement and to sell the Notes in one or more transactions in accordance with instructions received from the Administrator; (c) with the proceeds of the sale of the Notes and the Trust Certificates, all to acquire, from time to time, the Financed Student Loans; (d) to assign, grant, transfer, pledge, hypothecate, mortgage and convey the Trust Estate pursuant to the Indenture and the applicable Terms Supplement and to hold, manage and distribute to the Certificateholders pursuant to the terms of the Transfer and Servicing Agreement any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture and the applicable Terms Supplement; (e) from time to time to sell and dispose of the Financed Student Loans in accordance with the terms of this Agreement: (i) to acquire from time to time all right, title and interest in and to receivables or leases arising out of or relating to the sale or lease of new or used motor vehicles and farm or industrial equipment, including automobiles, light and heavy duty trucks, tractors and recreational vehicles, monies due thereunder, security interests in the motor vehicles or equipment financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, "Receivables")Basic Documents; (iif) to acquire, own, hold, service, sell, assign, pledge enter into and otherwise deal with the Receivables, collateral securing the Receivables, related insurance policies, agreements with motor vehicles or equipment dealers or lessors or other originators or servicers of Receivables and any proceeds or further rights associated with any of the foregoing; (iii) to transfer Receivables to trusts (the "Trusts") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the "Transfer and Servicing Agreements") to be entered into by and among, among others, the Company, the trustees named therein and any entity acting as servicer of the Receivables; (iv) to authorize, issue, sell and deliver one or more series or classes of bonds, notes or other evidences of indebtedness (the "Notes") or certificates (the "Certificates") or other securities (collectively, the "Securities") issued through the Trusts under the related Transfer and Servicing Agreements and secured or collateralized by one or more pools of Receivables or by certificates of any class issued by one or more trusts established by Ford Credit or any Affiliate thereof, provided that the Company shall have no liability under any such Securities except to the extent of the one or more pools of Receivables or certificates securing or collateralizing such Securities and provided further, that any debt issued by a Trust shall bear its own trustee fees and servicer fees; (v) to acquire from Ford Credit or any Affiliate thereof certificates issued by one or more trusts to which Ford or any Affiliate thereof transferred Receivables; (vi) to hold and enjoy all of the rights and privileges of any Certificates issued by the Trusts to the Company under the related Transfer and Servicing Agreements and to hold and enjoy all of the rights and privileges of any class of Notes, including any class of Notes or Certificates which may be subordinated to any other class of Notes or Certificates; (vii) to perform its obligations under the Transfer and Servicing Agreements and any indenture or other agreement (each, an "Indenture") pursuant Basic Documents to which any Notes it is to be a party; (g) to engage in those activities, including entering into agreements, that are issuednecessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (viiih) to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions to the Certificateholders, the Noteholders and the others specified in Article V of the Transfer and Servicing Agreement and or contemplated by the Basic Documents. The Trust shall not engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to other than in connection with the foregoing and necessary, convenient or advisable to accomplish other than as required or authorized by the foregoing (such business activities and transactions specified terms of this Agreement or the other Basic Documents. Notwithstanding anything in this Section 2.4 collectively referred to hereinafter as "Permitted Transactions"). (b) The Company, by Agreement or through any Manager or any officer of the Company on behalf of the Company, may enter into and perform the Basic Documents and all documentsto the contrary, agreementsfor so long as the Depositor is a Certificateholder, certificatesthe Trust's activities shall be limited to activities that are part of, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreementincidental to, the Act or applicable law, rule or regulation. The foregoing authorization shall not be deemed a restriction on the powers business of any Manager or any officer of the Company to enter into other agreements on behalf of the Companybanking.

Xxxxxxxx xxx Xxxxxx. (x) Xxx xxxited purposes for which xxxxxxes of the Company is organized are to engage in the following activities, all in accordance with the terms of this Agreementare: (i) to create, acquire, develop, refine, finance, market, promote, license, sell, act as issuer for, or provide services or products relating to, the synthetic securitization of macro- economic interests; (ii) to acquire from time to time all right, title and interest in and to receivables securities and other investment instruments (the "Eligible Investments") including but not limited to obligations of the United States and United States government agencies, certificates of deposit, corporate or leases arising out of or relating to the sale or lease of new or used motor vehicles other debt obligations, commercial paper, time deposits, bankers acceptances, repurchase agreements and farm or industrial equipment, including automobiles, light and heavy duty trucks, tractors and recreational vehicles, monies due thereunder, security interests in the motor vehicles or equipment financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, "Receivables")guaranteed investment contracts; (iiiii) to acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables, collateral securing the Receivables, related insurance policies, agreements with motor vehicles or equipment dealers or lessors or other originators or servicers of Receivables Eligible Investments and any proceeds or further rights associated with any of the foregoing; (iii) to transfer Receivables to trusts (the "Trusts") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the "Transfer and Servicing Agreements") to be entered into by and among, among others, the Company, the trustees named therein and any entity acting as servicer of the ReceivablesEligible Investments; (iv) to authorize, issue, acquire, purchase, sell and deliver one or more series or classes of bonds, notes or other evidences of indebtedness (the "Notes") or certificates (the "Certificates") or other securities (collectively, the "Securities") issued through the Trusts under the related Transfer and Servicing Agreements and secured or collateralized by by, or representing an interest in, one or more pools of Receivables or by certificates of any class issued by one or more trusts established by Ford Credit or any Affiliate thereofEligible Investments, provided that holders of such Securities will have no recourse to the Company shall for any obligations other than the Eligible Investments that secure, collateralize, or have no liability under any interests represented by, such Securities except to the extent of the one or more pools of Receivables or certificates securing or collateralizing such Securities and provided further, that any debt issued by a Trust shall bear its own trustee fees and servicer feesSecurities; (v) to acquire from Ford Credit or any Affiliate thereof certificates issued by one or more form trusts which will issue the Securities (the "Securitization Trusts") and to act as depositor therefor and enter into, and assume and perform specified obligations under, trust agreements, indentures, pooling agreements and other contracts which Ford or any Affiliate thereof transferred Receivableswill govern the activities of the Securitization Trusts (the "Securitization Documents"); (vi) to hold transfer Eligible Investments or interests therein to the Securitization Trusts pursuant to one or more transfer agreements, sale agreements, trust agreements, pooling agreements or other agreements (the "Transfer Agreements") to be entered into by and enjoy all among, among others, the Company, the Persons named therein and any entity acting as trustee of the rights and privileges of any Certificates issued by the Trusts to the Company under the related Transfer and Servicing Agreements and to hold and enjoy all of the rights and privileges of any class of Notes, including any class of Notes or Certificates which may be subordinated to any other class of Notes or CertificatesEligible Investments; (vii) to perform its enter into, and assume specified rights and obligations under under, agreements among the Transfer Securitization Trusts and Servicing Agreements various licensors, trustees and any indenture or other agreement third-party service providers (each, an the "IndentureService Provider Contracts") pursuant to which any Notes are issued; and); (viii) to file registration statements with the Securities and Exchange Commission for the Securities issued by the Securitization Trusts, to act as the issuer with respect to such public issuances, and to act as the issuer in transactions exempt from registration under the Securities Act of 1933; (ix) to enter into hedging agreements to reduce the interest rate risk of funding Eligible Investments and other financial assets of the Company and of trusts which purchase or fund Eligible Investments; and (x) to engage in any activity and to exercise any powers permitted to or all lawful activities for which limited liability companies may be organized under the laws Act and which the Board of Managers may deem to be in the best interests of the State Company, and to do all other things deemed by the Board of Delaware that are related Managers to be necessary or incidental to desirable in connection with any of the foregoing and necessary, convenient or advisable to accomplish the foregoing (such business activities and transactions specified in this Section 2.4 collectively referred to hereinafter as "Permitted Transactions")Company's businesses. (b) The Company shall have all powers available under the Act which are necessary or desirable to accomplish the aforesaid purposes. (c) The Company, by or through any Manager or any officer of the Company on behalf of the Company, may enter into and perform the Basic Documents Securitization Documents, the Transfer Agreements, the Service Provider Contracts and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall will not be deemed a restriction on the powers of any Manager or any officer of the Company to enter into other agreements on behalf of the Company.

Xxxxxxxx xxx Xxxxxx. (x) Xxx xxxited purposes for which xxxposes of the Company is organized are to engage in the following activities, all in accordance with the terms of this Agreementare: (i) to create, acquire, develop, refine, finance, market, promote, license, sell, act as issuer for, or provide services or products relating to, the synthetic securitization of macro-economic interests; (ii) to acquire from time to time all right, title and interest in and to receivables securities and other investment instruments (the "Eligible Investments") including but not limited to obligations of the United States and United States government agencies, certificates of deposit, corporate or leases arising out of or relating to the sale or lease of new or used motor vehicles other debt obligations, commercial paper, time deposits, bankers acceptances, repurchase agreements and farm or industrial equipment, including automobiles, light and heavy duty trucks, tractors and recreational vehicles, monies due thereunder, security interests in the motor vehicles or equipment financed thereby, proceeds from claims on insurance policies related thereto, and related rights (collectively, "Receivables")guaranteed investment contracts; (iiiii) to acquire, own, hold, service, sell, assign, pledge and otherwise deal with the Receivables, collateral securing the Receivables, related insurance policies, agreements with motor vehicles or equipment dealers or lessors or other originators or servicers of Receivables Eligible Investments and any proceeds or further rights associated with any of the foregoing; (iii) to transfer Receivables to trusts (the "Trusts") pursuant to one or more pooling and servicing agreements, sale and servicing agreements or other agreements (the "Transfer and Servicing Agreements") to be entered into by and among, among others, the Company, the trustees named therein and any entity acting as servicer of the ReceivablesEligible Investments; (iv) to authorize, issue, acquire, purchase, sell and deliver one or more series or classes of bonds, notes or other evidences of indebtedness (the "Notes") or certificates (the "Certificates") or other securities (collectively, the "Securities") issued through the Trusts under the related Transfer and Servicing Agreements and secured or collateralized by by, or representing an interest in, one or more pools of Receivables or by certificates of any class issued by one or more trusts established by Ford Credit or any Affiliate thereofEligible Investments, provided that holders of such Securities will have no recourse to the Company shall for any obligations other than the Eligible Investments that secure, collateralize, or have no liability under any interests represented by, such Securities except to the extent of the one or more pools of Receivables or certificates securing or collateralizing such Securities and provided further, that any debt issued by a Trust shall bear its own trustee fees and servicer feesSecurities; (v) to acquire from Ford Credit or any Affiliate thereof certificates issued by one or more form trusts which will issue the Securities (the "Securitization Trusts") and to act as depositor therefor and enter into, and assume and perform specified obligations under, trust agreements, indentures, pooling agreements and other contracts which Ford or any Affiliate thereof transferred Receivableswill govern the activities of the Securitization Trusts (the "Securitization Documents"); (vi) to hold transfer Eligible Investments or interests therein to the Securitization Trusts pursuant to one or more transfer agreements, sale agreements, trust agreements, pooling agreements or other agreements (the "Transfer Agreements") to be entered into by and enjoy all among, among others, the Company, the Persons named therein and any entity acting as trustee of the rights and privileges of any Certificates issued by the Trusts to the Company under the related Transfer and Servicing Agreements and to hold and enjoy all of the rights and privileges of any class of Notes, including any class of Notes or Certificates which may be subordinated to any other class of Notes or CertificatesEligible Investments; (vii) to perform its enter into, and assume specified rights and obligations under under, agreements among the Transfer Securitization Trusts and Servicing Agreements various licensors, trustees and any indenture or other agreement third-party service providers (each, an the "IndentureService Provider Contracts") pursuant to which any Notes are issued; and); (viii) to file registration statements with the Securities and Exchange Commission for the Securities issued by the Securitization Trusts, to act as the issuer with respect to such public issuances, and to act as the issuer in transactions exempt from registration under the Securities Act of 1933; (ix) to enter into hedging agreements to reduce the interest rate risk of funding Eligible Investments and other financial assets of the Company and of trusts which purchase or fund Eligible Investments; and (x) to engage in any activity and to exercise any powers permitted to or all lawful activities for which limited liability companies may be organized under the laws Act and which the Board of Managers may deem to be in the best interests of the State Company, and to do all other things deemed by the Board of Delaware that are related Managers to be necessary or incidental to desirable in connection with any of the foregoing and necessary, convenient or advisable to accomplish the foregoing (such business activities and transactions specified in this Section 2.4 collectively referred to hereinafter as "Permitted Transactions")Company's businesses. (b) The Company shall have all powers available under the Act which are necessary or desirable to accomplish the aforesaid purposes. (c) The Company, by or through any Manager or any officer of the Company on behalf of the Company, may enter into and perform the Basic Documents Securitization Documents, the Transfer Agreements, the Service Provider Contracts and all documents, agreements, certificates, or financing statements contemplated thereby or related thereto, all without any further act, vote or approval of any other Person notwithstanding any other provision of this Agreement, the Act or applicable law, rule or regulation. The foregoing authorization shall will not be deemed a restriction on the powers of any Manager or any officer of the Company to enter into other agreements on behalf of the Company.