ALL OF THE FOREGOING, INCLUDING ALL PROCEEDS OF THE CONVERSION THEREOF,
VOLUNTARY OR INVOLUNTARY, INTO CASH OR OTHER LIQUID PROPERTY, ALL CASH PROCEEDS,
ACCOUNTS, ACCOUNTS RECEIVABLE, NOTES, DRAFTS, ACCEPTANCES, CHATTEL PAPER,
CHECKS, DEPOSIT ACCOUNTS, INSURANCE PROCEEDS, CONDEMNATION AWARDS, RIGHTS TO
PAYMENT OF ANY AND EVERY KIND AND OTHER FORMS OF OBLIGATIONS AND RECEIVABLES,
INSTRUMENTS AND OTHER PROPERTY WHICH AT ANY TIME CONSTITUTE ALL OR PART OF OR
ARE INCLUDED IN THE PROCEEDS OF ANY OF THE FOREGOING.
(B)
ON EACH ADDITIONAL CONTRACT PURCHASE DATE, SUBJECT TO THE TERMS
AND CONDITIONS OF THIS AGREEMENT, THE SELLER WILL CONVEY, TRANSFER AND
ABSOLUTELY CONTRIBUTE, WITHOUT RECOURSE (EXCEPT AS SPECIFICALLY PROVIDED
HEREIN), TO THE DEPOSITOR, AND THE DEPOSITOR AGREES TO ACCEPT FROM THE SELLER,
SUCH ADDITIONAL CONTRACTS AND ADDITIONAL CONTRIBUTED PROPERTY OF THE TYPE
DESCRIBED IN CLAUSES (I) THROUGH (VII) OF SECTION 2.1(A) HEREIN (THE "ADDITIONAL
CONTRIBUTED PROPERTY" AND, TOGETHER WITH THE INITIAL CONTRIBUTED PROPERTY, THE
"CONTRIBUTED PROPERTY") AS THE SELLER MAY SPECIFY BY WRITTEN NOTICE TO THE
INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE TRUST AND THE DEPOSITOR.
(C)
THE SELLER AND THE DEPOSITOR INTEND THAT EACH TRANSFER OF
CONTRIBUTED PROPERTY CONTEMPLATED BY SECTION 2.1(A) AND
SECTION 2.1(B) CONSTITUTES A CONTRIBUTION OF THE CONTRIBUTED PROPERTY, CONVEYING
GOOD TITLE TO THE RELATED CONTRIBUTED PROPERTY, FROM THE SELLER TO THE
DEPOSITOR.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE CONTRACTS ARE
HELD TO BE PROPERTY OF THE SELLER, OR IF FOR ANY REASON THIS AGREEMENT IS HELD
OR DEEMED TO CREATE INDEBTNESS OR A SECURITY INTEREST IN THE CONTRACTS AND THE
OTHER CONTRIBUTED 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 TRANSFERS PROVIDED FOR IN THIS SECTION 2.1 SHALL BE DEEMED TO
BE A GRANT BY THE SELLER, AND THE SELLER HEREBY GRANTS TO THE DEPOSITOR, 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 CONTRIBUTED PROPERTY, TO SECURE SUCH INDEBTEDNESS
AND THE PERFORMANCE OF THE OBLIGATIONS OF THE SELLER HEREUNDER;
(III)
THE POSSESSION BY THE SELLER 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
3
NOTIFICATIONS TO, OR ACKNOWLEDGMENTS, RECEIPTS OR CONFIRMATIONS FROM, BAILEES OR
AGENTS (AS APPLICABLE) OF, THE DEPOSITOR FOR THE PURPOSE OF PERFECTING SUCH
SECURITY INTEREST UNDER THE RELEVANT UCC.
(D)
THE CONVEYANCE, TRANSFER AND ABSOLUTE CONTRIBUTION OF THE
CONTRIBUTED PROPERTY MADE UNDER AND PURSUANT TO THIS SECTION 2.1 SHALL NOT
CONSTITUTE AND IS NOT INTENDED TO RESULT IN