Common use of Absolute Assignment Clause in Contracts

Absolute Assignment. It is the intention of the Transferor and the Purchaser that each assignment, transfer and conveyance hereunder constitute an absolute assignment of the Trust Property from the Transferor to the Purchaser. If, notwithstanding the express intention of the parties, this Agreement is deemed not to constitute a transfer, conveyance and assignment of the Trust Property from the Transferor to the Purchaser, 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 State of Texas and the conveyance provided for in this Section 2.01 shall be deemed to be a grant by the Transferor to the Purchaser of a valid first priority perfected security interest in all of the Transferor's right, title and interest in and to the Trust Property.