Section 12Sec./Art. 12

Transfer of Assets and Security. - The transfer of the assets from the Originator or Seller to the SPE shall be deemed to be a "true sale" when it results in the following:

(a) The transferred Assets are legally isolated and put beyond the reach of the Originator or Seller and its Creditors;

(b) The transferee SPE has the right to pledge, mortgage or exchange those transferred Assets;

(c) The transferor relinquishes effective control over the transferred assets;

(d) The transfer shall be effected by either a sale, assignment or exchange, in any event on a without recourse basis to the Originator or Seller;

(e) The transferee shall have the right to profits and disposition with respect to the assets;

(f) The transferor shall have the right to recover the assets and the transferee shall not have the right to reimbursement of the price or other consideration paid for the assets; and

(g) The transferee shall undertake the risks associated with the assets. This shall not, however, prevent the transferor from giving normal representations or warranties of the assets sold.