Common use of Absolute Assignment Clause in Contracts

Absolute Assignment. It is the intention of the Seller and the Owner Trustee that each contribution, assignment and conveyance hereunder constitute an absolute assignment of the Trust Property from the Seller to the Owner Trustee. If, notwithstanding the express intention of the parties, this Agreement is deemed not to constitute an absolute assignment of the Trust Property from the Seller to the Owner Trustee, this Agreement shall be deemed to be a security agreement within the meaning of Article 8 and Article 9 of the Uniform Commercial Code as in effect in the Commonwealth of Virginia and the State of Delaware and the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Seller to the Owner Trustee of a valid first priority perfected security interest in all of the Seller's right, title and interest in and to the Trust Property.