Common use of Confirmation of Intent Clause in Contracts

Confirmation of Intent. It is the express intent of the parties hereto that the sale to the Purchaser pursuant to Section 2.1 hereof of all of the Seller’s right, title and interest, in, to and under (i) all Receivables and all rights (but not the obligations) to, in and under the related Contract, (ii) all moneys due or to become due with respect to the foregoing, (iii) all proceeds of the foregoing including, without limitation, insurance proceeds relating thereto and (iv) all Recoveries on account of Receivables, in each case shall be treated under applicable state law and Federal bankruptcy law as a sale by the Seller to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale and that all or any portion of the assets described in Section 2.1(a) continue to be property of the Seller, then the Seller hereby grant to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under all such assets and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with the Transaction Documents, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets described in Section 2.1(a), such interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the terms of this Agreement and the Indenture.

Confirmation of Intent. It is the express intent of the parties hereto that the sale to the Purchaser pursuant to Section 2.1 hereof of all of the Seller’s right, title and interest, in, to and under (i) all Receivables and all rights (but not the obligations) to, in and under the related Contract, (ii) all moneys due or to become due with respect to the foregoing, (iii) all proceeds of the foregoing including, without limitation, insurance proceeds relating thereto and (iv) all Recoveries on account of Receivables, in each case shall be treated under applicable state law and Federal bankruptcy law as a sale by the Seller to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale and that all or any portion of the assets described in Section 2.1(a) continue to be property of the Seller, then the Seller hereby grant to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under all such assets and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with the Transaction Documents, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets described in Section 2.1(a), such interest would be deemed to be a perfected security interest of first priority (other than any Permitted Encumbrances) under applicable law and will be maintained as such throughout the terms of this Agreement and the Indenture.

Confirmation of Intent. It is the express intent of the ---------------------- parties hereto that the sale and contribution to the Purchaser pursuant to Section 2.1 hereof of all of the Seller’s Originator's right, title and interest, in, to ----------- and under (i) all Purchased Assets and the Contributed Receivables and all rights (but not the obligations) to, in and under the related Contract, (ii) all moneys due or to become due with respect to the foregoing, (iii) all proceeds of the foregoing including, without limitation, insurance proceeds relating thereto and (iv) all Recoveries on account of Receivables, in each case shall be treated under applicable state law and Federal bankruptcy law as a sale or contribution, as the case may be, by the Seller Originator to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale or contribution, as the case may be, and that all or any portion of the assets described in Section 2.1(a) 2.1 continue to be property of the SellerOriginator, ----------- then the Seller Originator hereby grant grants to the Purchaser a security interest in all of the Seller’s Originator's right, title and interest in, to and under all such assets and this Agreement shall constitute a security agreement under applicable law. The Seller Originator, the Purchaser and the Purchaser Administrator shall, to the extent consistent with the Transaction DocumentsLoan Agreement and this Agreement, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets described in Section 2.1(a)2.1, such interest would be deemed to be a ----------- perfected security interest of first priority under applicable law and will be maintained as such throughout the terms of this Agreement and the IndentureLoan Agreement.

Confirmation of Intent. It is the express intent of the parties hereto that the sale to the Purchaser pursuant to Section 2.1 hereof of all of the Seller’s right, title and interest, in, to and under (i) all Receivables and all rights (but not the obligations) to, in and under the related Contract, (ii) all moneys due or to become due with respect to the foregoing, (iii) all proceeds of the foregoing including, without limitation, insurance proceeds relating thereto and (iv) all Recoveries on account of Receivables, in each case shall be treated under applicable state 723474616 law and Federal bankruptcy law as a sale by the Seller to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale and that all or any portion of the assets described in Section 2.1(a) continue to be property of the Seller, then the Seller hereby grant to the Purchaser a security interest in all of the Seller’s right, title and interest in, to and under all such assets and this Agreement shall constitute a security agreement under applicable law. The Seller and the Purchaser shall, to the extent consistent with the Transaction Documents, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets described in Section 2.1(a), such interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the terms of this Agreement and the Indenture.