THE DEPOSITOR SUCH ADDITIONAL CONTRACTS AND ADDITIONAL CONVEYED PROPERTY AS
THE DEPOSITOR MAY SPECIFY BY WRITTEN NOTICE TO THE INDENTURE TRUSTEE, THE OWNER
TRUSTEE, THE RATING AGENCIES AND THE TRUST.
(C)
THE DEPOSITOR AND THE TRUST INTEND THAT EACH TRANSFER OF TRUST
PROPERTY CONTEMPLATED BY SECTION 2.1(B) CONSTITUTES A SALE OF THE TRUST
PROPERTY, CONVEYING GOOD TITLE TO THE RELATED TRUST PROPERTY, FROM THE DEPOSITOR
TO THE TRUST.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE CONTRACTS
ARE HELD TO BE PROPERTY OF THE DEPOSITOR, OR IF FOR ANY REASON THIS AGREEMENT IS
HELD OR DEEMED TO CREATE INDEBTEDNESS OR A SECURITY INTEREST IN THE CONTRACTS
AND THE OTHER TRUST PROPERTY, THEN IT IS INTENDED THAT:
(I)
THIS AGREEMENT SHALL BE DEEMED TO BE A SECURITY AGREEMENT WITHIN
THE MEANING OF ARTICLES 8 AND 9 OF THE RELEVANT UCC;
(II)
THE SALE PROVIDED FOR IN SECTION 2.1(B) SHALL BE DEEMED TO BE A
GRANT BY THE DEPOSITOR, AND THE DEPOSITOR HEREBY GRANTS, TO THE SELLER A
SECURITY INTEREST IN ALL OF ITS RIGHT (INCLUDING THE POWER TO CONVEY TITLE
THERETO), TITLE AND INTEREST, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, IN AND TO
THE CONTRACTS AND THE OTHER TRUST PROPERTY, TO SECURE SUCH INDEBTEDNESS AND THE
PERFORMANCE OF THE OBLIGATIONS OF THE DEPOSITOR HEREUNDER;
(III)
THE POSSESSION BY THE TRUST OR THE CUSTODIAN OF THE CONTRACT
FILES AND ANY OTHER PROPERTY AS CONSTITUTE INSTRUMENTS, MONEY, NEGOTIABLE
DOCUMENTS OR CHATTEL PAPER SHALL BE DEEMED TO BE "POSSESSION BY THE SECURED
PARTY" OR POSSESSION BY THE PURCHASER OR A PERSON DESIGNATED BY SUCH PURCHASER,
FOR PURPOSES OF PERFECTING THE SECURITY INTEREST PURSUANT TO THE RELEVANT UCC;
AND
(IV)
NOTIFICATIONS TO PERSONS HOLDING SUCH PROPERTY, AND
ACKNOWLEDGMENTS, RECEIPTS OR CONFIRMATIONS FROM PERSONS HOLDING SUCH PROPERTY,
SHALL BE DEEMED TO BE NOTIFICATIONS TO, OR ACKNOWLEDGMENTS, RECEIPTS OR
CONFIRMATIONS FROM, BAILEES OR AGENTS (AS APPLICABLE) OF THE TRUST FOR THE
PURPOSE OF PERFECTING SUCH SECURITY INTEREST UNDER THE RELEVANT UCC.
(D)
THE SALE, TRANSFER, ASSIGNMENT AND CONVEYANCE OF THE TRUST
PROPERTY MADE UNDER SECTION 2.1(B) SHALL NOT CONSTITUTE AND IS NOT INTENDED TO
RESULT IN AN ASSUMPTION BY THE TRUST OF ANY OBLIGATION OF THE DEPOSITOR TO THE
OBLIGORS OR ANY OTHER PERSON IN CONNECTION WITH THE CONTRACTS AND THE OTHER
TRUST PROPERTY OR ANY AGREEMENT, DOCUMENT OR INSTRUMENT RELATED THERETO.
(E)
UPON EACH OF THE TRANSFERS OF THE TRUST PROPERTY PURSUANT TO
CLAUSE (B) OF THIS SECTION 2.1, THE DEPOSITOR SHALL CLEARLY MARK ITS FILES,
DOCUMENTS, BOOKS AND ANY OTHER RECORDS
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(including computer records) in the Depositor's control pertaining to the Trust
Property, in order to indicate that the Trust Property has been transferred to
the Trust.
(F)
THE TRUST'S OBLIGATION TO PURCHASE ADDITIONAL CONTRACTS AND
ADDITIONAL CONVEYED PROPERTY PURSUANT TO CLAUSE (B) OF THIS SECTION 2.1 IS
SUBJECT TO SATISFACTION ON OR BEFORE THE RELATED ADDITIONAL CONTRACT PURCHASE
DATE OF THE FOLLOWING CONDITIONS PRECEDENT:
(I)
EACH OF THE REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR MADE
PURSUANT TO SECTION 2.2 WITH RESPECT TO