Common use of Sale of Contracts Clause in Contracts

Sale of Contracts. It is the express intent of the Company and the Trustee that the conveyance of the Assets underlying a Series by the Company to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Company to the Trustee. It is, further, not the intention of the Company or the Trustee that such conveyance be deemed a pledge of such Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the Company, then (a) the Pooling and Servicing Agreement also shall be deemed to be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Company provided for in the Pooling and Servicing Agreement shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the related Certificate Account or Distribution Account, whether in the form of cash, instruments, securities or other property, and including without limitation all amounts from time to time held or invested in any related Reserve Fund; (c) the possession by the Trustee or its agent (including the Servicer pursuant to Section 2.02(a) hereof) of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the applicable UCC; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company and the Trustee (to the extent the Trustee has been instructed by the Company or the Servicer) shall take, to the extent consistent with the Pooling and Servicing Agreement, such actions as may be necessary to ensure that, if the Pooling and Servicing Agreement were deemed to create a security interest in the related Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Sale of Contracts. It is the express intent of the Company OMI and the Trustee that the conveyance of the Assets underlying a Series by the Company OMI to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Company OMI to the Trustee. It is, further, not the intention of the Company OMI or the Trustee that such conveyance be deemed a pledge of such Assets by the Company OMI to the Trustee to secure a debt or other obligation of the CompanyOMI. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the CompanyOMI, then (a) the Pooling and Servicing Agreement also shall be deemed to be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Company OMI provided for in the Pooling and Servicing Agreement shall be deemed to be a grant by the Company OMI to the Trustee of a security interest in all of the CompanyOMI's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the related Certificate Account or Distribution Account, whether in the form of cash, instruments, securities or other property, and including without limitation all amounts from time to time held or invested in any related Reserve Fund; (c) the possession by the Trustee or its agent (including the Servicer pursuant to Section 2.02(a) hereof) of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the applicable UCC; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company OMI and the Trustee (to the extent the Trustee has been instructed by the Company OMI or the Servicer) shall take, to the extent consistent with the Pooling and Servicing Agreement, such actions as may be necessary to ensure that, if the Pooling and Servicing Agreement were deemed to create a security interest in the related Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.

Sale of Contracts. It is the express intent of the Company and the Trustee that the conveyance of the Assets underlying a Series by the Company to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Company to the Trustee. It is, further, not the intention of the Company or the Trustee that such conveyance be deemed a pledge of such Assets by the Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the Company, then (a) the Pooling and Servicing Agreement also shall be deemed to be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Company provided for in the Pooling and Servicing Agreement shall be deemed to be a grant by the Company to the Trustee of a security interest in all of the Company's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the related Certificate Account or Distribution Account, whether in the form of cash, instruments, securities or other property, and including without limitation all amounts from time to time held or invested in any related Reserve Fund; (c) the possession by the Trustee or its agent (including the Servicer pursuant to Section 2.02(a) hereof) of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the applicable UCC; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company and the Trustee (to the extent the Trustee has been instructed by the Company or the Servicer) shall take, to the extent consistent with the Pooling and Servicing Agreement, such actions as may be necessary to ensure that, if the Pooling and Servicing Agreement were deemed to create a security interest in the related Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.Reserve

Sale of Contracts. It is the express intent of the Company OMI and the Trustee that the conveyance of the Assets underlying a Series by the Company OMI to the Trustee pursuant to the related Pooling and Servicing Agreement be construed as a sale of such Assets by the Company OMI to the Trustee. It is, further, not the intention of the Company OMI or the Trustee that such conveyance be deemed a pledge of such Assets by the Company OMI to the Trustee to secure a debt or other obligation of the CompanyOMI. However, in the event that, notwithstanding the intent of the parties, such Assets are held to continue to be property of the CompanyOMI, then (a) the Pooling and Servicing Agreement also shall be deemed to be a security agreement within the meaning of Article 9 of the applicable UCC; (b) the conveyance by the Company OMI provided for in the Pooling and Servicing Agreement shall be deemed to be a grant by the Company OMI to the Trustee of a security interest in all of the CompanyOMI's right, title and interest in and to the Assets and all amounts payable to the holders of the Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts, other than investment earnings, from time to time held or invested in the any related Pre-Funding Account, Capitalized Interest Account, Certificate Account or Distribution Account, whether in the form of cash, instruments, securities or other property, and including without limitation all amounts from time to time held or invested in any related Reserve Fund; (c) the possession by the Trustee or its agent (including the Servicer pursuant to Section 2.02(a) hereof) of items of property that constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the applicable UCC; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Company OMI and the Trustee (to the extent the Trustee has been instructed by the Company OMI or the Servicer) shall take, to the extent consistent with the Pooling and Servicing Agreement, such actions as may be necessary to ensure that, if the Pooling and Servicing Agreement were deemed to create a security interest in the related Assets, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Pooling and Servicing Agreement.