Common use of Transfers Intended as Sale; Security Interest Clause in Contracts

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales and contributions rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. The sale and contribution of the Exchange Note shall be reflected on the Depositor’s balance sheet and other financial statements as a sale and contribution of assets by the Depositor. The sale and contribution by the Depositor of the Exchange Note hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Depositor, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Depositor are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the UCC.

Transfers Intended as Sale; Security Interest. (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales sale and contributions contribution rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. The sale and contribution of the Exchange Note shall be reflected on the DepositorSeller’s balance sheet and other financial statements as a sale and contribution of assets by the DepositorSeller. The sale sales and contribution contributions by the Depositor Seller of the Exchange Note hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the DepositorSeller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Depositor Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectibility of underlying indebtedness, and therefore are intended to be consistent with warranties ordinarily given by a seller of goods under Article 2 of the UCC.