Transfer of Assets and Security.
Section 12
SEC. 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: The transferred Assets are legally isolated and put beyond the reach of the Originator or Seller and its creditors; The transferee SPE has the right to pledge, mortgage or exchange those transferred Assets; The transferor relinquishes effective control over the transferred assets; 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; The transferee shall have the right to profits and disposition with respect to the assets; The transferor shall not 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 The transferee shall undertake the risks associated with the assets. This shall not, however, prevent the transferor from giving moral representations or warranties in respect of the assets sold.