in its individual capacity.
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SECTION 1.02.
USAGE OF TERMS.
WITH
RESPECT TO ALL TERMS IN THIS AGREEMENT, THE SINGULAR INCLUDES THE PLURAL AND THE
PLURAL THE SINGULAR; WORDS IMPORTING ANY GENDER INCLUDE THE OTHER GENDERS;
REFERENCES TO "WRITING" INCLUDE PRINTING, TYPING, LITHOGRAPHY AND OTHER MEANS OF
REPRODUCING WORDS IN A VISIBLE FORM; REFERENCES TO AGREEMENTS AND OTHER
CONTRACTUAL INSTRUMENTS INCLUDE ALL AMENDMENTS, MODIFICATIONS AND SUPPLEMENTS
THERETO OR ANY CHANGES THEREIN ENTERED INTO IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS AND NOT PROHIBITED BY THIS AGREEMENT; REFERENCES TO PERSONS INCLUDE THEIR
PERMITTED SUCCESSORS AND ASSIGNS; AND THE TERM "INCLUDING" MEANS "INCLUDING
WITHOUT LIMITATION."
SECTION 1.03.
SECTION REFERENCES.
ALL SECTION REFERENCES, UNLESS OTHERWISE INDICATED, SHALL BE TO SECTIONS IN THIS
AGREEMENT.
SECTION 1.04.
CALCULATIONS.
EXCEPT
AS OTHERWISE PROVIDED HEREIN, ALL INTEREST RATE AND BASIS POINT CALCULATIONS
HEREUNDER WILL BE MADE ON THE BASIS OF A 360-DAY YEAR AND TWELVE 30-DAY MONTHS
AND WILL BE CARRIED OUT TO AT LEAST THREE DECIMAL PLACES.
SECTION 1.05.
ACCOUNTING TERMS.
ALL
ACCOUNTING TERMS USED BUT NOT SPECIFICALLY DEFINED HEREIN SHALL BE CONSTRUED IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES.
ARTICLE TWO
TRANSFER OF CONTRACTS
SECTION 2.01.
CLOSING.
(A)
ON THE
CLOSING DATE, THE TRUST DEPOSITOR SHALL TRANSFER, ASSIGN, SET OVER AND OTHERWISE
CONVEY TO THE TRUST BY EXECUTION OF AN ASSIGNMENT SUBSTANTIALLY IN THE FORM OF
EXHIBIT A HERETO, WITHOUT RECOURSE OTHER THAN AS EXPRESSLY PROVIDED HEREIN, (I)
ALL THE RIGHT, TITLE AND INTEREST OF THE TRUST DEPOSITOR IN AND TO THE INITIAL
CONTRACTS LISTED ON THE INITIAL LIST OF CONTRACTS DELIVERED ON THE CLOSING DATE
(INCLUDING, WITHOUT LIMITATION, ALL SECURITY INTERESTS AND ALL RIGHTS TO RECEIVE
PAYMENTS WHICH ARE COLLECTED PURSUANT THERETO AFTER THE INITIAL CUTOFF DATE,
INCLUDING ANY LIQUIDATION PROCEEDS THEREFROM, BUT EXCLUDING ANY RIGHTS TO
RECEIVE PAYMENTS WHICH WERE COLLECTED PURSUANT THERETO ON OR PRIOR TO THE
INITIAL CUTOFF DATE), (II) ALL RIGHTS OF THE TRUST DEPOSITOR UNDER ANY PHYSICAL
DAMAGE OR OTHER INDIVIDUAL INSURANCE POLICY (AND RIGHTS UNDER A "FORCED PLACED"
POLICY, IF ANY), ANY DEBT INSURANCE POLICY OR ANY DEBT CANCELLATION AGREEMENT
RELATING TO ANY SUCH CONTRACT, AN OBLIGOR OR A MOTORCYCLE SECURING SUCH
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 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 THE
CONTRACTS, (VII) ALL RIGHTS (BUT NOT THE OBLIGATIONS) OF THE TRUST DEPOSITOR
UNDER THE TRANSFER AND SALE AGREEMENT, INCLUDING BUT NOT LIMITED TO THE TRUST
DEPOSITOR'S RIGHTS UNDER ARTICLE V THEREOF, (VIII) THE REMITTANCES, DEPOSITS AND
PAYMENTS MADE INTO THE TRUST ACCOUNTS FROM TIME TO TIME AND AMOUNTS IN THE TRUST
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ACCOUNTS FROM TIME TO TIME (AND ANY INVESTMENTS OF SUCH AMOUNTS), (IX) ALL
RIGHTS OF THE TRUST DEPOSITOR