Transfers Treated as Sales. Each Seller agrees to treat each transfer for all purposes other than federal income tax purposes and financial accounting purposes as a sale on all relevant books, records, financial statements and other applicable documents; for federal income tax purposes and financial accounting purposes, the parties hereto intend the contribution of Receivables by the Sellers to the Purchaser to be characterized as a contribution of property to a partnership in exchange for an interest in the partnership in which no gain or loss shall be recognized pursuant to Section 721(a) of the Internal Revenue Code of 1986, as amended. In the event that, notwithstanding the intent of each Seller, any transfer and assignment contemplated hereby is not held to be a sale, each Seller hereby grants to the Purchaser a security interest in the Receivables and Other Conveyed Property described in each Supplement.
Transfers Treated as Sales. The Seller agrees to treat each Transfer for all purposes as a sale. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, the Seller hereby (i) grants to the Purchaser a security interest in the Property described in each Transfer Agreement, (ii) agrees that this Agreement shall constitute a security agreement under Applicable Law and (iii) represents and warrants as to itself only that each remittance of any collections with respect to the Receivables or any other proceeds to the Purchaser, or its assignee, thereof under this Agreement, will have been (A) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (B) made in the ordinary course of business or affairs of the Seller and the Purchaser. ARTICLE THREE REPRESENTATIONS AND WARRANTIES
Transfers Treated as Sales. Each of the Seller and the Purchaser agree to treat each Transfer for all purposes (including tax and financial accounting purposes) as a sale on all relevant books, records, tax returns, financial statements and other applicable documents. Each of the Seller and the Purchaser acknowledge and agree that any Receivable and other related Property transferred shall not be part of the Seller’s estate in the event of an Insolvency Proceeding of the Seller. In the event that, notwithstanding the intent of the Seller, the transfer and assignment contemplated hereby is held not to be a sale, the Seller hereby (a) grants to the Purchaser a security interest in the Property described in each Transfer Agreement, (b) agrees that this Purchase Agreement shall constitute a security agreement under Applicable Law and (c) represents and warrants as to itself only that each remittance of any collections with respect to the Receivables or any other proceeds to the Purchaser, or its assignee, thereof under this Purchase Agreement, will have been (i) in payment of a debt incurred by the Seller in the ordinary course of business or financial affairs of the Seller and the Purchaser and (ii) made in the ordinary course of business or affairs of the Seller and the Purchaser.
