Common use of Transfers Intended as Sales Clause in Contracts

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by Sections 2.1 or 2.2 shall constitute a sale of the Transferred Property from the Seller to the Trust and the beneficial interest in and title to the Transferred Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller as set forth in this Section 2.3 and in Section 13.17, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of (and the Seller does hereby grant) a security interest in all of the Seller’s right, title and interest in, to and under the Transferred Property to the Trust for the benefit of the Securityholders and this Agreement shall constitute a security agreement under New York law. The Seller shall take such actions as are necessary from time to time in order to maintain the perfection and priority of the Trust’s security interest in the Transferred Property as against creditors and transferees of the Seller.

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by Sections 2.1 or and 2.2 of this Agreement shall constitute a sale of the Transferred Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Transferred Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller as set forth in this Section 2.3 and in Section 13.17, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of (and the Seller does hereby grant) a security interest in all of the Seller’s 's right, title and interest in, to and under the Transferred Trust Property to the Trust for the benefit of the Securityholders and the Note Insurer and this Agreement shall constitute a security agreement under New York law. The Seller shall take such actions as are necessary from time to time in order to maintain the perfection and priority of the Trust’s Issuer's security interest in the Transferred Property as against creditors and transferees of the SellerTrust Property.

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by Sections 2.1 or 2.2 shall constitute a sale of the Transferred Trust Property from the Seller to the Trust and the beneficial interest in and title to the Transferred Trust Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller as set forth in this Section 2.3 and in Section 13.17, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of (and the Seller does hereby grant) a security interest in all of the Seller’s right, title and interest in, to and under the Transferred Trust Property to the Trust for the benefit of the Securityholders and this Agreement shall constitute a security agreement under New York law. The Seller shall take such actions as are necessary from time to time in order to maintain the perfection and priority of the Trust’s security interest in the Transferred Property as against creditors and transferees of the SellerTrust Property.

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by Sections 2.1 or 2.2 shall constitute a sale of the Transferred Property from the Seller to the Trust and the beneficial interest in and title to the Transferred Property shall not be part of the Seller’s estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller as set forth in this Section 2.3 and in Section 13.17, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of (and the Seller does hereby grant) a security interest in all of the Seller’s right, title and interest in, to and under the Transferred Property to the Trust for the benefit of the Securityholders and this Agreement shall constitute a security agreement under New York law. The Seller shall take such actions as are necessary from time to time in order to maintain the perfection and priority of the Trust’s security interest in the Transferred Property as against creditors and transferees of the Seller. Further Encumbrance of Trust Property.

Transfers Intended as Sales. It is the intention of the Seller that each the transfer and assignment contemplated by Sections 2.1 or and 2.2 of this Agreement shall constitute a sale of the Transferred Receivables and other Trust Property from the Seller to the Trust Issuer and the beneficial interest in and title to the Transferred Receivables and other Trust Property shall not be part of the Seller’s 's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. In the event that, notwithstanding the intent of the Seller as set forth in this Section 2.3 and in Section 13.17Seller, the transfer and assignment contemplated hereby is held not to be a sale, this Agreement shall constitute a grant of (and the Seller does hereby grant) a security interest in all of the Seller’s right, title and interest in, to and under the Transferred Trust Property to the Trust for the benefit of the Securityholders Noteholders and the Note Insurer and this Agreement shall constitute a security agreement under New York applicable law. The Seller shall take such actions as are necessary from time to time in order to maintain the perfection and priority of the Trust’s Issuer's security interest in the Transferred Property as against creditors and transferees of the SellerTrust Property.