Common use of Absolute Assignment Clause in Contracts

Absolute Assignment. It is the intention of the Assignor and Assignee that this Agreement shall evidence a sale of the Receivables and other related property from the Assignor to the Assignee (for non- tax purposes) and that such Conveyed Assets shall not be treated as property of the Assignor as debtor-in-possession or by a bankruptcy trustee in any insolvency, bankruptcy or other similar proceeding in respect of the Assignor under any Applicable Law. Further, it is not the intent of the parties hereto that any such assignment be deemed a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under Applicable Law, and, in such event, the Assignor shall be deemed to have granted, and the Assignor hereby grants, to the Assignee a first priority security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Assignee and its assignees as security for the Assignor's obligations hereunder and the Assignor consents to the pledge of the foregoing Conveyed Assets to the Indenture Trustee under the Indenture entered into by the Trust and the Indenture Trustee.

Absolute Assignment. It is the intention of the Assignor and Assignee that this Agreement shall evidence a sale of the Receivables and other related property from the Assignor to the Assignee (for non- non-tax purposes) and that such Conveyed Assets shall not be treated as property of the Assignor as debtor-in-possession or by a bankruptcy trustee in any insolvency, bankruptcy or other similar proceeding in respect of the Assignor under any Applicable Law. Further, it is not the intent of the parties hereto that any such assignment be deemed a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under Applicable Law, and, in such event, the Assignor shall be deemed to have granted, and the Assignor hereby grants, to the Assignee a first priority security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Assignee and its assignees as security for the Assignor's obligations hereunder and the Assignor consents to the pledge of the foregoing Conveyed Assets to the Indenture Trustee under the Indenture entered into by the Trust and the Indenture Trustee.

Absolute Assignment. It is the intention of the Assignor Seller and Assignee the Trust that this Agreement shall evidence a sale each contribution, assignment and conveyance hereunder constitute an absolute assignment of the Contributed Property from the Seller to the Trust. Notwithstanding the foregoing, in the event that the Receivables and other related property from the Assignor Contributed Property are held to the Assignee (for non- tax purposes) and that such Conveyed Assets shall not be treated as property of the Assignor as debtor-in-possession Seller, or by if for any reason this Agreement is held or deemed to create indebtedness or a bankruptcy trustee security interest in any insolvencythe Receivables and other Contributed Property, bankruptcy or other similar proceeding in respect then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Assignor under New York Uniform Commercial Code and the Uniform Commercial Code of any Applicable Law. Further, it is not the intent of the parties hereto that any such assignment other applicable jurisdiction; (ii) The conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under Applicable Law, and, in such event, the Assignor shall be deemed to have grantedSeller, and the Assignor Seller hereby grants, to the Assignee Trust of a first priority security interest in all accountsof its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Contributed Property, to secure such indebtedness and the performance of the obligations of the Seller hereunder; (iii) The possession by the Seller of the Receivables and any other Contributed Property as constitute instruments, money, negotiable documents or chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from paper shall be deemed to be "possession by the secured party" or relating to such Conveyed Assets, for the benefit of the Assignee and its assignees as security for the Assignor's obligations hereunder and the Assignor consents to the pledge of the foregoing Conveyed Assets to the Indenture Trustee under the Indenture entered into possession by the Trust or a person designated by such purchaser, for purposes of perfecting the security interest pursuant to the New York Uniform Commercial Code and the Indenture TrusteeUniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Seller for the purpose of perfecting such security interest under applicable law.

Absolute Assignment. It is the intention of the Assignor Transferor and Assignee the Purchaser that this Agreement shall evidence a sale each assignment, transfer and conveyance hereunder constitute an absolute assignment of the Transferred Property from the Transferor to the Purchaser. Notwithstanding the foregoing, in the event that the Receivables and other related property from the Assignor Transferred Property are held to the Assignee (for non- tax purposes) and that such Conveyed Assets shall not be treated as property of the Assignor as debtor-in-possession Transferor, or by if for any reason this Agreement is held or deemed to create indebtedness or a bankruptcy trustee security interest in any insolvencythe Receivables and other Transferred Property, bankruptcy or other similar proceeding in respect then it is intended that: (i) This Agreement shall be deemed to be a security agreement within the meaning of Articles 8 and 9 of the Assignor under New York Uniform Commercial Code and the Uniform Commercial Code of any Applicable Law. Further, it is not the intent of the parties hereto that any such assignment other applicable jurisdiction; (ii) The conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under Applicable Law, and, in such event, the Assignor shall be deemed to have grantedTransferor, and the Assignor Transferor hereby grants, to the Assignee Purchaser of a first priority security interest in all accountsof its right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the Receivables and other Transferred Property, to secure such indebtedness and the performance of the obligations of the Transferor hereunder; (iii) The possession by the Transferor of the Receivables and any other Transferred Property as constitute instruments, money, negotiable documents or chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from paper shall be deemed to be "possession by the secured party" or relating to possession by the purchaser or a person designated by such Conveyed Assetspurchaser, for purposes of perfecting the benefit security interest pursuant to the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; and (iv) Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of the Assignee and its assignees as security Transferor for the Assignor's obligations hereunder and the Assignor consents to the pledge purpose of the foregoing Conveyed Assets to the Indenture Trustee perfecting such security interest under the Indenture entered into by the Trust and the Indenture Trusteeapplicable law.

Absolute Assignment. It is the intention of the Assignor and Assignee that this Agreement shall evidence a sale of the Receivables and other related property from the Assignor to the Assignee (for non- non-tax purposes) ), as of the date hereof, in the case of the Initial Receivables, and as of the date of the related Supplemental Agreement, in the case of the Subsequent Receivables, and that such Conveyed Assets shall not be treated as property of the Assignor as debtor-in-possession or by a bankruptcy trustee in any insolvency, bankruptcy or other similar proceeding in respect of the Assignor under any Applicable Law. Further, it is not the intent of the parties hereto that any such assignment be deemed a grant by the Assignor to the Assignee of a mere security interest (for non-tax purposes) in any of the Conveyed Assets in order to secure a debt or other obligation of the Assignor. However, in the event and to the extent that, notwithstanding the intent of the parties hereto, the transfer and assignment contemplated hereby is held not to be a true or absolute sale (for non-tax purposes), this Agreement shall constitute a security agreement under Applicable Law, and, in such event, the Assignor shall be deemed to have granted, and the Assignor hereby grants, as of the date hereof, in the case of the Initial Receivables, and as of the date of the related Supplemental Agreement, in the case of the Subsequent Receivables, to the Assignee a first priority security interest in all accounts, money, chattel paper, securities, instruments, documents, deposit accounts, certificates of deposit, letters of credit, advices of credit, banker's acceptances, uncertificated securities, general intangibles, contract rights, goods and other property consisting of, arising from or relating to such Conveyed Assets, for the benefit of the Assignee and its assignees as security for the Assignor's obligations hereunder and the Assignor consents to the pledge of the foregoing Conveyed Assets to the Indenture Trustee under the Indenture entered into by the Trust and the Indenture Trustee.