proper filing with the appropriate office in Nevada of a UCC financing
statement naming the Trust Depositor, as debtor, naming the Trust as assignor
secured party (and the Indenture Trustee as secured party) and identifying the
Trust Corpus as collateral; and evidence of proper filing with the appropriate
office in Delaware of a UCC financing statement naming the Trust, as debtor, and
naming the Indenture Trustee, as secured party and identifying the Collateral as
collateral.
(h)
An Officer's Certificate listing the
Servicer's Servicing Officers.
(i)
Evidence of deposit in the Collection
Account of all funds received with respect to the Initial Contracts after the
Initial Cutoff Date to the Closing Date, together with an Officer's Certificate
from the Trust Depositor to the effect that such amount is correct.
(j)
The Officer's Certificate of the Seller
specified in Section 2.02(h) of the Transfer and Sale Agreement.
(k)
Evidence of deposit in the Reserve Fund of
the Reserve Fund Initial Deposit by the Owner Trustee.
(l)
A fully executed Transfer and Sale
Agreement.
(m)
A fully executed Trust Agreement.
(n)
A fully executed Administration Agreement.
(o)
A fully executed Indenture.
SECTION 2.03.
CONVEYANCE OF
SUBSEQUENT CONTRACTS.
(A) SUBJECT TO THE CONDITIONS SET FORTH IN PARAGRAPH (B)
BELOW, THE TRUST DEPOSITOR, SHALL TRANSFER, ASSIGN, SET OVER AND OTHERWISE
CONVEY TO THE TRUST, WITHOUT RECOURSE OTHER THAN AS EXPRESSLY PROVIDED HEREIN
AND THEREIN, (I) ALL THE RIGHT, TITLE AND INTEREST OF THE TRUST DEPOSITOR IN AND
TO THE SUBSEQUENT CONTRACTS LISTED ON THE SUBSEQUENT LIST OF CONTRACTS
(INCLUDING, WITHOUT LIMITATION, ALL SECURITY INTERESTS AND ALL RIGHTS TO RECEIVE
PAYMENTS WHICH ARE COLLECTED PURSUANT THERETO AFTER THE RELATED SUBSEQUENT
CUTOFF DATE, INCLUDING ANY LIQUIDATION PROCEEDS THEREFROM, BUT EXCLUDING ANY
RIGHTS TO RECEIVE PAYMENTS WHICH WERE COLLECTED PURSUANT THERETO ON OR PRIOR TO
SUCH SUBSEQUENT CUTOFF DATE), (II) ALL RIGHTS OF THE TRUST DEPOSITOR UNDER ANY
PHYSICAL DAMAGE OR OTHER INDIVIDUAL INSURANCE POLICY (INCLUDING A "FORCED
PLACED" POLICY, IF ANY), ANY DEBT INSURANCE POLICY OR ANY DEBT CANCELLATION
AGREEMENT RELATING TO ANY SUCH SUBSEQUENT CONTRACT, AN OBLIGOR OR A MOTORCYCLE
SECURING SUCH SUBSEQUENT CONTRACT, (III) ALL SECURITY INTERESTS IN EACH SUCH
MOTORCYCLE, (IV) ALL DOCUMENTS CONTAINED IN THE RELATED CONTRACT FILES, (V) ALL
RIGHTS (BUT NOT THE OBLIGATIONS) OF THE TRUST DEPOSITOR UNDER ANY RELATED
MOTORCYCLE DEALER AGREEMENTS BETWEEN DEALERS (I.E., THE ORIGINATORS OF CERTAIN
SUBSEQUENT
23
CONTRACTS) AND THE SELLER, (VI) ALL RIGHTS OF THE TRUST DEPOSITOR IN THE
LOCKBOX, THE LOCKBOX ACCOUNT AND THE RELATED LOCKBOX AGREEMENT TO THE EXTENT
THEY RELATE TO SUCH SUBSEQUENT CONTRACTS, (VII) ALL RIGHTS (BUT NOT THE
OBLIGATIONS) OF THE TRUST DEPOSITOR UNDER THE TRANSFER AND SALE AGREEMENT
RELATED TO SUCH SUBSEQUENT CONTRACTS (TO THE EXTENT NOT ALREADY CONVEYED UNDER
SECTION 2.01(A)), INCLUDING BUT NOT LIMITED TO THE TRUST DEPOSITOR'S RELATED
RIGHTS UNDER ARTICLE V THEREOF, AS WELL AS ALL RIGHTS, BUT NOT THE OBLIGATIONS,
OF THE TRUST DEPOSITOR UNDER THE SUBSEQUENT PURCHASE AGREEMENT RELATED TO SUCH
SUBSEQUENT CONTRACTS, (VIII) THE REMITTANCES, DEPOSITS AND PAYMENTS MADE INTO
THE