True Sales. Any and all interest of a Qualified Originator in, to and under any Mortgage funded in the name of or acquired by such Qualified Originator or seller which is an Affiliate of the Seller has been sold, transferred, conveyed and assigned to the Seller pursuant to a legal sale and such Qualified Originator retains no interest in such Loan, and if so requested by the Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to the Buyer.
True Sales. The Sellers and Xxxxx Fargo have structured the transactions contemplated by this Agreement as a sale and intend the transfer and conveyance of Purchased Receivables hereunder to be absolute and irrevocable true sales by the applicable Seller to Xxxxx Fargo, that provide Xxxxx Fargo with the full benefits and burdens of ownership of the Purchased Receivables. None of the Sellers nor Xxxxx Fargo intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo to any Seller. Each Seller and Xxxxx Fargo shall treat the transactions hereunder as true sales for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller will advise all persons inquiring about the ownership of the Receivables sold by such Seller that all such Purchased Receivables have been sold to Xxxxx Fargo. If, notwithstanding the intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, in such event, this Agreement shall constitute a security agreement under the UCC and other applicable law. For this purpose, each Seller hereby grants Xxxxx Fargo a perfected, first priority security interest in all of such Seller’s right, title and interest in, to and under the Purchased Receivables sold or purportedly sold by such Seller pursuant to this Agreement, and all proceeds of any thereof, to secure the timely payment and performance by such Seller of all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Xxxxx Fargo hereunder. In the event this Agreement shall be characterized as a security agreement, Xxxxx Fargo shall have, in addition to the rights and remedies which it may have under this Agreement, all the rights and remedies provided to a secured creditor under the UCC and applicable law, which rights and remedies shall be cumulative.
True Sales. For each Purchased Asset with respect to which the originator, issuer or prior owner is an Affiliate of Seller, any and all interest of such originator, issuer or prior owner has been sold, transferred, conveyed and assigned to Seller pursuant to a legal and true sale and such originator, issuer or prior owner retains no interest in such Purchased Asset, and if so requested by Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to Buyer.
True Sales. Funding Trust II and Funding Trust I intend that the transactions contemplated hereby be true sales of the Receivables and other Receivables Assets by Funding Trust II to Funding Trust I providing Funding Trust I with the full benefits of ownership of the Receivables and other Receivables Assets free and clear of any liens, and neither Funding Trust II nor Funding Trust I intends the transactions contemplated hereby to be, or for any purpose to be characterized as, a loan from Funding Trust I to Funding Trust II. Funding Trust II shall reflect sales of the Receivables Assets hereunder on the books and records maintained by Funding Trust II as sales of assets, and shall treat such sales as sales for all purposes.
True Sales. (a) Each of the Originators and the Company intend the transactions hereunder to constitute true sales (or, in the case of Contributed Receivables, conveyances in the form of capital contributions) of Receivables and Related Rights by each of the Originators to the Company, providing the Company with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Company to any Originator.
True Sales. Any and all interest of the applicable Approved Originator in, to and under any Purchased Loan has been sold, transferred, conveyed and assigned directly to such Seller pursuant to a legal sale and the applicable Approved Originator retains no interest in such Purchased Loan.
True Sales. The Seller and ARSC intend the transfers of ARSC Purchased Assets hereunder to be true sales by the Seller to ARSC that are absolute and irrevocable and to provide ARSC with the full benefits of ownership of the ARSC Purchased Assets, and neither the Seller nor ARSC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ARSC to the Seller, secured by the ARSC Purchased Assets.
True Sales. The Originator and the Buyer intend the transfers of CMSC Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the CMSC Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the CMSC Purchased Assets.
True Sales. Seller and KBK acknowledge and agree that the sale of accounts contemplated and covered hereby are fully intended by the parties hereto as true sales governed by the provisions of Section 306.103 of the Texas Finance Code and Section 9.109(e) of the Texas Business and Commerce Code, as each may be amended from time to time, and, accordingly, legal and equitable title in all of Seller's accounts sold to and purchased by KBK from time to time hereunder will pass to KBK.
True Sales. NAFI and National Financial intend that the transactions contemplated hereby be true sales of Receivables and other Receivable Assets by NAFI to National Financial providing National Financial with the full benefits of ownership of the Receivables and other Receivable Assets free and clear of any Liens, and neither NAFI nor National Financial intends the transactions contemplated hereby to be, or for a purpose to be characterized as, a loan from National Financial to NAFI. NAFI shall reflect sales of the Receivable Assets hereunder on its balance sheet and other financial statements as sales of assets, and shall treat such sales as sales for all purposes. NAFI will respond to third party inquiries by indicating that the Receivables have been sold.
