Common use of Further Encumbrance of Trust Property Clause in Contracts

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to this Agreement and (iii) the Basic Documents Backup Servicer pursuant to this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property (other than to the Spread Account) to the Trust Collateral Agent and pursuant to the Spread Account Agreement, the Trust shall grant a security interest in the Spread Account to the Collateral Agent, in each case securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item Depositor of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the NotesNotes and the Issuer's obligations to the Insurer. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee Indenture Trustee, the Insurer and Trust Collateral Agent the Backup Servicer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the NotesNotes and the Issuer’s obligations to the Insurer. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment all amounts due in full respect of the CertificateCertificates have been paid in full, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture and this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Delaware Statutory Trust Statute Act (as defined in the Trust Agreement12 Del. Code, § 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesIssuer Secured Obligations. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth hereinherein and in the Indenture and Trust Agreement. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee (or the Custodian, on behalf of the Indenture Trustee) shall hold the Trust Property on behalf of the Noteholders. Following the payment in full of the Notes and the payment of all amounts due to the Insurer under the Insurance Agreement, and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Insurer and the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust Issuer by the Seller Depositor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the TrustIssuer, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Delaware Statutory Trust Statute Act (as defined in the Trust Agreement12 Del. Code, § 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust Issuer shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Issuer pursuant to (a) above, the Trust Issuer shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesIssuer Secured Obligations. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth hereinherein and in the Indenture and Trust Agreement. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the payment of all amounts due to the Insurer under the Insurance Agreement, and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Insurer and the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing Indenture Trustee to secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer Trust under Article III of the Indenture shall, until payment in full of the Certificate, shall remain as covenants of the Issuer Trust for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent Indenture Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Indenture Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture or pursuant to this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sellers of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller Sellers in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerSellers.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1Sections 2.1 or 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Residual Pass-through Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth hereinherein and in the Master Spread Account Agreement. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment all amounts due in full respect of the CertificateResidual Pass-through Certificates have been paid in full, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent the Note Insurer pursuant to the Basic Documents Documents, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerResidual Certificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 [and 2.2], all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificate[s] shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholder[s] shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificate[s], remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholder[s], enforceable by the Certificateholder Certificateholder[s] to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholder[s]. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificate[s] outstanding and all sums due to the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Delaware Business Trust Statute Act (as defined in the Trust Agreement12 Del. Code, ss. 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the NotesNotes and the Trust’s obligations to the Insurer. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer Trust under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer Trust for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item Depositor of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the NotesNotes and the Issuer’s obligations to the Insurer. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee Indenture Trustee, the Insurer and Trust Collateral Agent the Backup Servicer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee and pursuant to the Indenture, (ii) the Trust Collateral Agent pursuant to this Agreement and (iii) the Basic Documents Backup Servicer pursuant to this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 and 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property (other than the Spread Account) to the Trust Collateral Agent and pursuant to the Spread Account Agreement, the Trust shall grant a security interest in the Spread Account to the Collateral Agent, in each case securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Depositor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Delaware Statutory Trust Statute Act (as defined in the Trust Agreement12 Del. Code, ss. 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesIssuer Secured Obligations. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Bonds, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Issuer Secured Parties. Following the payment in full of the Notes Bonds and the payment of all amounts due to the Insurer under the Insurance Agreement, and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Noteholders Insurer and the Bondholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Delaware Statutory Trust Statute Act (as defined in the Trust Agreement12 Del. Code, ss. 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesIssuer Secured Obligations. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Issuer Secured Parties. Following the payment in full of the Notes and the payment of all amounts due to the Insurer under the Insurance Agreement, and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Insurer and the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1Section[s] 2.1 [and 2.2], all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificate[s] shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholder[s] shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificate[s], remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholder[s], enforceable by the Certificateholder Certificateholder[s] to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholder[s]. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificate[s] outstanding and all sums due to the Trustee and the Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to this Agreement and (iii) the Basic Documents Backup Servicer pursuant to this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent Indenture Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to (i) the Indenture Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture [and] (ii) the Indenture Trustee pursuant to this Agreement [and (iii) the Backup Servicer pursuant to this Agreement], have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 and Section 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Delaware Business Trust Statute Act (as defined in the Trust Agreement12 Del. Code, ss. 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndenturePooling Agreement and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesSecurities. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Securities, the payment of all amounts due to the Insurer under the Insurance Agreement, the payment of all amounts due Xxxxxxx Mac under the Pooling Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Trustee to the Insurer, the Trustee shall hold the Trust Property on behalf of the Securityholders, the Insurer and Xxxxxxx Mac. Following the payment in full of the Notes Securities and the release and discharge of the IndenturePooling Agreement, all covenants of the Issuer under Article III of the Indenture Pooling Agreement shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Noteholders Securityholders prior to the discharge of the IndenturePooling Agreement. Any rights of the Trustee under Article III of the IndenturePooling Agreement, following the discharge of the IndenturePooling Agreement, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 or 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to clause (a) above, the Trust shall grant a security interest to the Trust Collateral Agent (on behalf of the Noteholders and the Insurer) in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Trust Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the end of the Term of the Note Policy and the surrender of the Note Policy by the Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Trust contained in Article III of the Indenture shall, until payment in full of the CertificateTrust Certificates, remain as covenants of the Issuer Trust for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as that such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee Trust Collateral Agent under Article III IV of the Indenture, Indenture following the discharge of the Indenture, Indenture shall thereupon vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to (i) the Trustee or any agent or counsel thereof pursuant to the Indenture, (ii) the Insurer under the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided and the Term of the Note Policy has expired and the Trust Collateral Agent has surrendered the Note Policy to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to Insurer, release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (ba) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the NotesNotes and the Trust’s obligations to the Insurer. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (cb) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer Trust under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer Trust for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (dc) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesNotes and the obligations owed to the Insurer under the Basic Documents. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Basic Documents, the end of the Term of the Note Policy (as defined therein) and the surrender of the Note Policy by the Trust Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee and or any agent or counsel thereof pursuant to the Indenture, (ii) the Trust Collateral Agent pursuant to this Agreement, and (iii) the Insurer under the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Residual Pass-through Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth hereinherein and in the Master Spread Account Agreement. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment all amounts due in full respect of the CertificateResidual Pass-through Certificates have been paid in full, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent the Note Insurer pursuant to the Basic Documents Documents, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerResidual Certificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property (other than the Spread Account) to the Trust Collateral Agent and pursuant to the Spread Account Agreement, the Trust shall grant a security interest in the Spread Account to the Collateral Agent, in each case securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the Notes. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate Securities outstanding and all sums due to the Indenture Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Delaware Business Trust Statute Act (as defined in the Trust Agreement12 Del. Code, (S) 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Credit Enhancer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Credit Enhancer, the Indenture Trustee shall hold the Trust Property on behalf of the Noteholders and the Credit Enhancer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent Indenture Trustee shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Indenture Trustee and Trust Collateral Agent or any agent or counsel thereof pursuant to the Basic Documents Indenture, (ii) the Indenture Trustee pursuant to this Agreement and (iii) the Credit Enhancer pursuant to the Insurance Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerSponsor; provided, that the release of the Spread Account is subject to -------- Section 2.05 of the Insurance Agreement.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the NotesNotes and the Trust’s obligations to the Insurer. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer Trust under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer Trust for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders Holders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller. ARTICLE III The Receivables

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Delaware Business Trust Statute Act (as defined in the Trust Agreement12 Del. Code, Section 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policies (as defined therein) and the surrender of the Policies by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1Section[s] 2.1 [and 2.2], all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 [and 2.2], all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item Depositor of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the NotesNotes and the Issuer's obligations to [the Insurer]. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee Indenture Trustee[, the Insurer] and Trust Collateral Agent the Backup Servicer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the Class A Notes. The Certificate shall will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Class A Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the Certificateholder. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate Securities outstanding and all sums due to the Indenture Trustee and Trust Collateral Agent the Insurer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing Indenture Trustee to secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer Trust under Article III of the Indenture shall, until payment in full of the Certificate, shall remain as covenants of the Issuer Trust for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent Indenture Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Indenture Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture or pursuant to this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item Depositor of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the Notes. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate Securities outstanding and all sums due to the Trustee Indenture Trustee, the Insurer and Trust Collateral Agent the Backup Servicer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon ------------------------------------- the conveyance to the Trust by the Seller Sellers of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller Sellers in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerSellers.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 [and Section 2.2], all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item Depositor of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the NotesNotes and the Issuer's obligations to the Insurer. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee Indenture Trustee, the Insurer and Trust Collateral Agent the Backup Servicer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the a Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the such Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerSellers.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 or 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment all amounts due in full respect of the CertificateCertificates have been paid in full, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture and this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon ------------------------------------- the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent for the benefit of the Insurer and the Noteholders securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all amounts due to the Noteholders have been paid in full, and all sums due to (i) the Trustee pursuant to the Indenture (ii) the Insurer pursuant to the Note Policy, the Insurance Agreement and this Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 or 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture and this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Delaware Business Trust Statute Act (as defined in the Trust Agreement12 Del. Code, ss. 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesIssuer Secured Obligations. The Certificate Residual Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes and the Class S Certificates, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Issuer Secured Parties. Following the payment in full of the Notes and the Class S Certificates, the payment of all amounts due to the Insurer under the Insurance Agreement, and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateResidual Certificates, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Insurer, the Noteholders and the Class S Certificateholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Transferor of any item of the Trust Property pursuant to Section 2.12.01 and 2.02, all right, title and interest of the Seller Transferor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Issuer Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Issuer Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, encumber such Trust PropertyProperty but only in accordance with the terms of the Basic Documents. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to secure the Trust Collateral Agent securing the repayment of repaymexx xx the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder and the Noteholders shall be entitled to receive distributions with respect thereto as set forth hereinherein and pursuant to the Issuer Trust Agreement and the Indenture, respectively. (c) The Trust Collateral Agent shall, at such time as there are no Notes outstanding, the Note Policy has expired in accordance with its terms and all sums due to (i) the Indenture Trustee pursuant to Section 6.7 of the Indenture, (ii) the Trust Collateral Agent pursuant to Section 9.05 hereof, and (iii) the Note Insurer pursuant to this Agreement and the Insurance Agreement have been paid, upon instructions from the Indenture Trustee pursuant to Section 8.2 of the Indenture, release any remaining portion of the Trust Property to the Certificateholder. (d) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1Sections 2.1 or 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Residual Pass-through Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Residual Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment all amounts due in full respect of the CertificateResidual Pass-through Certificates have been paid in full, remain as covenants of the Issuer for the benefit of the CertificateholderResidual Certificateholders, enforceable by the Certificateholder Residual Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderResidual Certificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent the Note Insurer pursuant to the Basic Documents Documents, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerResidual Certificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture, (ii) the Insurer pursuant to the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.. Back to Contents

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Delaware Statutory Trust Statute Act (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesNotes and the obligations owed to the Insurer under the Basic Documents. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full of the Notes, the payment of all amounts due to the Insurer under the Basic Documents, the end of the Term of the Note Policy (as defined therein) and the surrender of the Note Policy by the Trust Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee and or any agent or counsel thereof pursuant to the Indenture, (ii) the Trust Collateral Agent pursuant to this Agreement, and (iii) the Insurer under the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller. ARTICLE III The Receivables ---------------

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item Depositor of the Trust Property pursuant to Section 2.1Property, all right, title and interest of the Seller Depositor in and to such item of Trust Property shall will terminate, and all such right, title and interest shall will vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement)Statute. (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall will have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the Indenture, the Trust shall will grant a security interest in the Trust Property to the Trust Collateral Agent Indenture Trustee securing the repayment of the NotesNotes [and the Issuer's obligations to the Insurer]. The Certificate shall Certificates will represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall Certificateholders will be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shallwill, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall will vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shallIndenture Trustee will, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee Indenture Trustee, [the Insurer] and Trust Collateral Agent the Backup Servicer pursuant to the Basic Documents Indenture and this Agreement have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the NotesNotes and the obligations owed to the Insurer under the Basic Documents. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full of the Notes, the payment of all amounts due to the Insurer under the Basic Documents, the end of the Term of the Note Policy (as defined therein) and the surrender of the Note Policy by the Trust Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee and or any agent or counsel thereof pursuant to the Indenture, (ii) the Trust Collateral Agent pursuant to this Agreement, and (iii) the Insurer under the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the end of the Term of the Note Policy (as defined therein) and the surrender of the Note Policy by the Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee or any agent or counsel thereof pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent for the benefit of the Insurer and the Noteholders securing the repayment of the Notes. The Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the Certificate, remain as covenants of the Issuer for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to (i) the Trustee pursuant to the Indenture (ii) the Insurer pursuant to the Note Policy, the Insurance Agreement and this Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholder.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 or Section 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest interests in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth hereinherein and in the Spread Account Supplement. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment all amounts due in full respect of the CertificateCertificates have been paid in full, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent Trustee shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents Indenture and this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the SellerCertificateholders.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the Indenture, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Certificates outstanding and all sums due to (i) the Trustee pursuant to the Indenture and (ii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.12.1 or 2.2, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to clause (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the end of the Term of the Note Policy and the surrender of the Note Policy by the Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Trust contained in Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer Trust for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as that such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee Trust Collateral Agent under Article III of the Indenture, Indenture following the discharge of the Indenture, Indenture shall thereupon vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate Securities outstanding and all sums due to (i) the Trustee or any agent or counsel thereof pursuant to the Indenture, (ii) the Insurer under the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided and the Term of the Note Policy has expired and the Trust Collateral Agent has surrendered the Note Policy to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to Insurer, release any remaining portion of the Trust Property to the Seller. (a) The Servicer shall be responsible for maintaining, and shall maintain and cause the respective Sub-Servicers, if any, to maintain, a complete set of books and records (including tapes and disks for computer use) for each Receivable to the extent that such books and records were delivered to the Servicer or such Sub-Servicer or were developed by it during the course of servicing such Receivable. The Servicer shall, and shall cause the respective Sub-Servicers to, maintain such books of account and other records as will enable the Trust Collateral Agent to determine the ownership status of each Receivable; provided however, that neither the Servicer nor any Sub-Servicer shall be required to physically mark or segregate any Receivxxxxs or other Receivable Documents to indicate such ownership status. Promptly after the Closing Date and each Subsequent Transfer Date, the Seller and the Servicer shall deliver to the Custodian all Receivable Documents in its possession or under its control, and shall promptly deliver to the Custodian any Receivable Documents that subsequently come into its possession or within its control. NAFI hereby warrants, represents and covenants to and with the Trust Collateral Agent and the Insurer that recordation of the name of NAFI as lienholder in the Title Documents respecting any Financed Vehicle as well as such lien itself is maintained by NAFI as agent for the Trust Collateral Agent for the benefit of the Trust and NAFI has no equitable ownership in the Receivables, except as it may have by virtue of ownership of a Trust Certificate or an equity interest in the Seller or any Noteholder. (b) On the Closing Date, the Seller shall deliver to the Trust Collateral Agent for deposit in the Collection Account, or to the extent received by the Servicer or any Sub-Servicer, cause the Servicer to deliver or cause to be delivered to the Trust Collateral Agent for deposit in the Collection Account, all payments received on the Receivables on or after the Initial Cut-off Date and on or before the second Business Day preceding the Closing Date. Within two Business Days after a Subsequent Transfer Date, the Seller shall deliver to the Trust Collateral Agent for deposit in the Collection Account, or to the extent received by the Servicer or any Sub-Servicer, cause the Servicer to deliver or cause to be delivered to the Trust Collateral Agent for deposit in the Collection Account, all payments received on the Receivables on or after the applicable Cut-off Date and on or before such Subsequent Transfer Date.

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller of any item of the Trust Property pursuant to Section 2.1, all right, title and interest of the Seller in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Business Trust Statute (as defined in the Trust Agreement). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, encumber such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to clause (a) above, the Trust shall grant a security interest to the Trust Collateral Agent (on behalf of the Noteholders and the Insurer) in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Trust Certificate shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the end of the Term of the Class A Note Policy and the surrender of the Class A Note Policy by the Collateral Agent to the Insurer, the Trust Collateral Agent shall hold the Trust Property for the exclusive benefit of the Trustee on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Trust contained in Article III of the Indenture shall, until payment in full of the Trust Certificate, remain as covenants of the Issuer Trust for the benefit of the Certificateholder, enforceable by the Certificateholder to the same extent as that such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Trustee Trust Collateral Agent under Article III IV of the Indenture, Indenture following the discharge of the Indenture, Indenture and the expiration of the term of the Class A Note Policy shall thereupon vest in the Certificateholder. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to (i) the Trustee or any agent or counsel thereof pursuant to the Indenture, (ii) the Insurer under the Insurance Agreement and (iii) the Trust Collateral Agent pursuant to the Basic Documents this Agreement, have been paid, execute such documents as are reasonably provided and the Term of the Class A Note Policy has expired and the Trust Collateral Agent has surrendered the Class A Note Policy to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to Insurer, release any remaining portion of the Trust Property to the SellerCertificateholder (subject to the Revolving Credit Agreement).

Further Encumbrance of Trust Property. (a) Immediately upon the conveyance to the Trust by the Seller Sponsor of any item of the Trust Property pursuant to Section 2.12.01, all right, title and interest of the Seller Sponsor in and to such item of Trust Property shall terminate, and all such right, title and interest shall vest in the Trust, in accordance with the Trust Agreement and Sections 3802 and 3805 of the Statutory Delaware Business Trust Statute Act (as defined in the Trust Agreement12 Del. Code, Section 3801 et seq.). (b) Immediately upon the vesting of the Trust Property in the Trust, the Trust shall have the sole right to pledge or otherwise encumber, such Trust Property. Pursuant to the IndentureIndenture and contemporaneously with such property vesting in the Trust pursuant to (a) above, the Trust shall grant a security interest in the Trust Property to the Trust Collateral Agent securing secure the repayment of the Notes. The Certificate Certificates shall represent the beneficial ownership interest in the Trust Property, and the Certificateholder Certificateholders shall be entitled to receive distributions with respect thereto as set forth herein. (c) Prior to the payment in full on the Notes, the payment of all amounts due to the Insurer under the Insurance Agreement, the termination of the Policy (as defined therein) and the surrender of the Policy by the Indenture Trustee to the Insurer, the Indenture Trustee shall hold the Trust Property on behalf of the Noteholders and the Insurer. Following the payment in full of the Notes and the release and discharge of the Indenture, all covenants of the Issuer under Article III of the Indenture shall, until payment in full of the CertificateCertificates, remain as covenants of the Issuer for the benefit of the CertificateholderCertificateholders, enforceable by the Certificateholder Certificateholders to the same extent as such covenants were enforceable by the Noteholders prior to the discharge of the Indenture. Any rights of the Indenture Trustee under Article III of the Indenture, following the discharge of the Indenture, shall vest in the CertificateholderCertificateholders. (d) The Trust Collateral Agent shall, at such time as there are no Notes or Certificate outstanding and all sums due to the Trustee and Trust Collateral Agent pursuant to the Basic Documents have been paid, execute such documents as are reasonably provided to it by the Seller (which documents shall be prepared at the Seller’s expense) in order to release any remaining portion of the Trust Property to the Seller.