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 this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of a security interest in the property referred to in SECTION 2.1 and each Assignment to the Purchaser which security interest has been assigned to the Trustee, acting on behalf of the Noteholder.

Transfers Intended as Sales. It is the intention of Seller and the Seller Purchaser that each transfer and assignment contemplated by this Agreement and each Assignment Transfer Instrument shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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 Seller and the SellerPurchaser, the transfer and assignment contemplated hereby or by any Assignment Transfer Instrument is held not to be a sale, this Agreement and each Assignment Transfer Instrument shall constitute a grant of security agreement under applicable law and Seller hereby grants to the Purchaser a security interest in the property referred to in SECTION 2.1 Receivables and each Assignment to the Purchaser Other Conveyed Property, which security interest has been assigned to the Trustee, acting on behalf Collateral Agent for the benefit of the NoteholderLender.

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of a security interest in the property referred to in SECTION 2.1 and each Assignment to the Purchaser which security interest has been assigned to the Trustee, acting on behalf of the NoteholderNoteholder and the Insurer.

Transfers Intended as Sales. It is the intention of the Seller and the Purchaser that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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 SellerSeller and the Purchaser, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of security agreement under applicable law and the Seller hereby grants to the Purchaser a security interest in the property referred to in SECTION 2.1 Receivables and each Assignment to the Purchaser Other Conveyed Property, which security interest has been assigned to the Trustee, acting on behalf of the NoteholderNoteholders and Note Purchasers.

Transfers Intended as Sales. It is the intention of the Seller and the Purchaser that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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 SellerSeller and the Purchaser, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of security agreement under applicable law and the Seller hereby grants to the Purchaser a security interest in the property referred to in SECTION 2.1 Receivables and each Assignment to the Purchaser Other Conveyed Property, which security interest has been assigned to the Trustee, acting on behalf of the NoteholderNoteholders and the Note Purchaser.

Transfers Intended as Sales. It is the intention of the Seller and Purchaser that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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 or insolvency law. In the event that, notwithstanding the intent of the SellerSeller and Purchaser, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of security agreement under applicable law and Seller hereby grants to Purchaser a security interest in the property referred to in SECTION 2.1 Related Receivables and each Assignment to the Purchaser Other Conveyed Property, which security interest has been assigned to the Trustee, acting on behalf Collateral Agent for the benefit of the NoteholderSecured Parties.

Transfers Intended as Sales. It is the intention of the Seller and the Purchaser that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related Receivables and Other Conveyed 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 SellerSeller and the Purchaser, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a grant of security agreement under applicable law and the Seller hereby grants to the Purchaser a security interest in the property referred to in SECTION 2.1 Receivables and each Assignment to the Purchaser Other Conveyed Property, which security interest has been assigned to the Trustee, acting on behalf of the NoteholderNoteholders and Note Purchaser.

Transfers Intended as Sales. It is the intention of the Seller that each transfer and assignment contemplated by this Agreement and each Assignment shall constitute a sale of the Related related Receivables and Other Conveyed Property from the Seller to the Purchaser free and clear of all liens and rights of others and it is intended that the beneficial interest in and title to the Related related Receivables and Other Conveyed 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, the transfer and assignment contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment 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 property referred to in SECTION Section 2.1 and each Assignment to for the Purchaser which security interest has been assigned to the Trustee, acting on behalf benefit of the NoteholderPurchaser.