Common use of Transfers Intended as Sales Clause in Contracts

Transfers Intended as Sales. (a) 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 on the applicable Funding Date 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 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 security agreement under applicable law and the Seller hereby grants to the Purchaser a security interest in the Related Receivables and Other Conveyed Property, which security interest has been assigned to the Collateral Agent, acting on behalf of the Secured Parties, pursuant to the Security Agreement.

Transfers Intended as Sales. (a) It is the intention of the Seller and the Purchaser that each transfer and assignment contemplated by this Agreement and each First Step Assignment shall constitute a an absolute and irrevocable sale of the Related Receivables and Other EAST\146409059.2 Conveyed Property from the Seller to the Purchaser on the applicable Funding Date (and not a loan or secured borrowing) 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 or insolvency law. In the event that, notwithstanding the intent of the Seller and the Purchaser, the transfer transfers and assignment assignments contemplated hereby or by any First Step Assignment is held not to be a sale, this Agreement and each First Step Assignment shall constitute a security agreement under applicable law and the Seller hereby grants to the Purchaser a security interest in the Related Receivables and Other Conveyed Property, which security interest has been ultimately assigned to the Collateral Agent, acting on behalf Indenture Trustee for the benefit of the Secured Parties, Noteholders pursuant to the Security AgreementIndenture.

Transfers Intended as Sales. (a) It is the intention of the Seller and the Purchaser Debtor that each transfer and assignment contemplated by this Agreement and each Consumer Loans Assignment shall constitute a an absolute and irrevocable sale of the Related Receivables Consumer Loans and Other Conveyed Property from the Seller to the Purchaser on the applicable Funding Date Debtor (and not a loan or secured borrowing), free and clear of all liens and rights of others others, and it is intended that the beneficial interest in and title to the Related Receivables Consumer Loans 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 or insolvency law. In the event that, notwithstanding the intent of the Seller and the PurchaserDebtor, the transfer and assignment contemplated hereby or by any Consumer Loans Assignment is held not to be a sale, this Agreement and each Consumer Loans Assignment shall constitute a security agreement under applicable law and the Seller hereby grants to the Purchaser Debtor a security interest in the Related Receivables Consumer Loans and Other Conveyed Property, which security interest has been ultimately assigned to the Collateral Agent, acting on behalf of the Secured Parties, Lender pursuant to the Loan and Security Agreement.

Transfers Intended as Sales. (a) 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 an absolute and irrevocable sale of the Related Receivables and Other Conveyed Property from the Seller to the Purchaser on the applicable Funding Date (and not a loan or secured borrowing) 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 or insolvency law. In the event that, notwithstanding the intent of the Seller and the Purchaser, the transfer transfers and assignment assignments contemplated hereby or by any Assignment is held not to be a sale, this Agreement and each Assignment shall constitute a security agreement under applicable law and the Seller hereby grants to the Purchaser a security interest in the Related Receivables and Other Conveyed Property, which security interest has been ultimately assigned to the Collateral Agent, acting on behalf of the Secured Parties, Agent pursuant to the Loan and Security Agreement.