Common use of Absolute Transfer Clause in Contracts

Absolute Transfer. The parties intend each Transaction to be treated as an absolute transfer, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Seller to Buyer. Seller shall have no risk of loss with respect to any Additional Loans sold to Buyer pursuant to this Supplemental Conveyance, and shall have no right or duty to repurchase any such Additional Loan. Each of Buyer and Seller hereby acknowledges that it intends (other than for Federal, state and local income tax purposes) the Transactions contemplated by this Supplemental Conveyance to be sales and purchases, respectively. If, notwithstanding such intentions, the Transactions contemplated hereby are recharacterized as a secured loan by any relevant governmental, judicial or other authority for any reason whatsoever, whether for limited purposes or otherwise, the Seller hereby grants to the Buyer and the Trustee for the benefit of the Secured Parties (as defined in the Indenture) a security interest under Article 9 of the UCC in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, (a) each Additional Loan (the “Additional Transferred Property”) and all payments on or in respect of any of the foregoing and (b) all proceeds, accessions, profits, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the Additional Transferred Property (collectively, the “Additional Collateral”) as collateral security for the obligations of the Seller to Buyer hereunder. If the Transactions contemplated hereby are recharacterized as a secured loan, this Supplemental Conveyance shall constitute a security agreement under the laws of the State of New York and, in addition to any other rights available under this Supplemental Conveyance and under any of the Additional Collateral or otherwise available at law, the Trustee, acting on behalf of the Secured Parties, shall have all the rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the security interests granted hereby and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law, to sell or apply any Additional Collateral in accordance with the terms hereof at public or private sale.

Absolute Transfer. The parties intend each Transaction to be treated as an absolute transfer, conveying good title free and clear of any liens, claims, encumbrances or rights of others, from Seller to Buyer. Seller shall have no risk of loss with respect to any Additional Loans sold to Buyer pursuant to this Supplemental ConveyanceAgreement, and shall have no right or duty to repurchase any such Additional Loan. Each of Buyer and Seller hereby acknowledges that it intends (other than for Federal, state and local income tax purposes) the Transactions contemplated by this Supplemental Conveyance Agreement to be sales and purchases, respectively. If, notwithstanding such intentions, the Transactions contemplated hereby are recharacterized as a secured loan by any relevant governmental, judicial or other authority for any reason whatsoever, whether for limited purposes or otherwise, the Seller hereby grants to the Buyer and the Trustee for the benefit of the Secured Parties (as defined in the Indenture) a security interest under Article 9 of the UCC in all of its right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising, and wherever located, (a) each Additional Loan (the “Additional Transferred Property”) and all payments on or in respect of any of the foregoing and (b) all proceeds, accessions, profits, income benefits, substitutions and replacements, whether voluntary or involuntary, of and to any of the Additional Transferred Property (collectively, the “Additional Collateral”) as collateral security for the obligations of the Seller to Buyer hereunder. If the Transactions contemplated hereby are recharacterized as a secured loan, this Supplemental Conveyance Agreement shall constitute a security agreement under the laws of the State of New York and, in addition to any other rights available under this Supplemental Conveyance Agreement and under any of the Additional Collateral or otherwise available at law, the Trustee, acting on behalf of the Secured Parties, shall have all the rights and remedies of a secured party under the laws of the State of New York and other applicable law to enforce the security interests granted hereby and, in addition, shall have the right, subject to compliance with any mandatory requirements of applicable law, to sell or apply any Additional Collateral in accordance with the terms hereof at public or private sale.