Common use of Intended as Sale Clause in Contracts

Intended as Sale. (a) It is the intention of the parties hereto that the Purchase shall constitute a sale and assignment, which sale and assignment shall be absolute, irrevocable and without recourse except as specifically provided herein and shall provide the Buyer with the full benefits of ownership of the Historical Advances. In the event that the Purchase is deemed by a court contrary to the express intent of the parties to constitute a pledge rather than a sale and assignment of the Historical Advances, the Buyer shall be treated as having a first-priority, perfected security interest in and to, and lien on, the Historical Advances. The possession by the Buyer or its agent of notes and such other goods, money or documents related thereto, and the filing of Form UCC-1, shall be deemed to be "possession by the secured party" and "perfection by filing", respectively, for purposes of perfecting such security interest pursuant to the Relevant UCC. The sale and conveyance hereunder of the Historical Advances does not constitute an assumption by the Buyer or its successors and assigns of any obligations of the Seller to any Person in connection with the Historical Advances or under any Scheduled Pooling and Servicing Agreement or any other agreement or instrument relating to the Historical Advances. (b) In connection with the Purchase, and to reflect the sale of the Historical Advances by the Seller, the Seller agrees to record and file on or prior to the Closing Date, at its own expense, financing statements with respect to the Historical Advances, suitable to reflect the transfer of accounts and general intangibles (each as defined in Article 9 of the Relevant UCC) and meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer and assignment of the Historical Advances from the Seller to the Buyer, and to deliver file-stamped copies of such financing statements or other evidence of such filing satisfactory to the Buyer on the Closing Date or the day thereafter. In addition to, and without limiting the foregoing, the Seller shall, upon the request of the Buyer, in order to accurately reflect this transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 8.9 hereof) as may be reasonably requested by the Buyer. (c) The Seller shall maintain its books and records, including but not limited to any computer files and master data processing records, so that such records that refer to Historical Advances sold hereunder shall indicate clearly that the Seller's right, title and interest in such Historical Advances has been sold to the Buyer. Indication of the Buyer's interest in Historical Advances shall be deleted from or modified on the Seller's records when, and only when, the Historical Advances shall have been paid in full or the Buyer's interest in such Historical Advances shall have been repurchased or repaid by the Seller hereunder.

Intended as Sale. (a) It is the intention of the parties hereto that the Purchase shall constitute a sale and assignment, which sale and assignment shall be absolute, irrevocable and without recourse except as specifically provided herein and shall provide the Buyer with the full benefits of ownership of the Historical Advances. In the event that the Purchase is deemed by a court contrary to the express intent of the parties to constitute a pledge rather than a sale and assignment of the Historical Advances, the Buyer shall be treated as having a first-priority, perfected security interest in and to, and lien on, the Historical Advances. The possession by the Buyer or its agent of notes and such other goods, money or documents related thereto, and the filing of Form UCC-1, shall be deemed to be "possession by the secured party" and "perfection by filing", respectively, for purposes of perfecting such security interest pursuant to the Relevant UCC. The sale and conveyance hereunder of the Historical Advances does not constitute an assumption by the Buyer or its successors and assigns of any obligations of the Seller to any Person in connection with the Historical Advances or under any Scheduled Pooling and Servicing Agreement or any other agreement or instrument relating to the Historical Advances. (b) In connection with the Purchase, and to reflect the sale of the Historical Advances by the Seller, the Seller agrees to record and file on or prior to the Closing Date, at its own expense, financing statements with respect to the Historical Advances, suitable to reflect the transfer of accounts and general intangibles (each as defined in Article 9 of the Relevant UCC) and meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer and assignment of the Historical Advances from the Seller to the Buyer, and to deliver file-stamped copies of such financing statements or other evidence of such filing satisfactory to the Buyer on the Closing Date or the day thereafter. In addition to, and without limiting the foregoing, the Seller shall, upon the request of the Buyer, in order to accurately reflect this transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 8.9 8.8 hereof) as may be reasonably requested by the Buyer. (c) The Seller shall maintain its books and records, including but not limited to any computer files and master data processing records, so that such records that refer to Historical Advances sold hereunder shall indicate clearly that the Seller's right, title and interest in such Historical Advances has been sold to the Buyer. Indication of the Buyer's interest in Historical Advances shall be deleted from or modified on the Seller's records when, and only when, the Historical Advances shall have been paid in full or the Buyer's interest in such Historical Advances shall have been repurchased or repaid by the Seller hereunder.

Intended as Sale. (a) It is the intention of the parties hereto that the Purchase shall constitute a sale and assignment, which sale and assignment shall be absolute, irrevocable and without recourse except as specifically provided herein and shall provide the Buyer with the full benefits of ownership of the Historical AdvancesReceivables and the other related Purchased Assets. In the event that the Purchase is deemed by a court contrary to the express intent of the parties to constitute a pledge rather than a sale and assignment of the Historical AdvancesPurchased Assets, the Seller does hereby grant to the Buyer shall be treated as having a first-priority, perfected security interest in and to, and lien on, the Historical AdvancesReceivables and the other related Purchased Assets, together with all monies from time to time on deposit in the Receivables Reimbursement Account relating to the Purchased Assets. The possession by the Buyer or its transferee or agent of notes and such other goods, money money, documents, chattel paper or documents certificated securities related thereto, and the filing of Form UCC-1, thereto shall be deemed to be "possession by the secured party" and "perfection by filing", respectively, for purposes of perfecting such security interest pursuant to the Relevant UCCUCC (including, without limitation, Section 9-305 thereof). Notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, bailees or agents (as applicable) of, the Buyer or its transferee for the purpose of perfecting such security interest under the Relevant UCC and other applicable Laws. The sale and conveyance hereunder of the Historical Advances Purchased Assets does not constitute an assumption by the Buyer or its successors and assigns of any obligations of the Seller to any Person in connection with the Historical Advances Receivables or under any Scheduled Pooling and Servicing Agreement Contract or any other agreement or instrument relating to the Historical AdvancesReceivables. (b) In connection with the Purchase, and to reflect the sale of the Historical Advances by the Seller, the Seller agrees to record and file on or prior to the Closing Date, at its own expense, financing statements with respect to the Historical AdvancesPurchased Assets, suitable to reflect the transfer of accounts and general intangibles (each as defined in Article 9 of the Relevant UCC) and meeting the requirements of applicable state Law in such manner and in such jurisdictions as are necessary to perfect the sale, transfer and assignment of the Historical Advances Purchased Assets from the Seller to the Buyer, and to deliver file-stamped copies of such financing statements or other evidence of such filing satisfactory to the Buyer on the Closing Date or the day thereafter. In addition to, and without limiting the foregoing, the Seller shall, upon the request of the Buyer, in order to accurately reflect this transaction, execute and file such financing or continuation statements or amendments thereto or assignments thereof (as permitted pursuant to Section 8.9 hereof) as may be reasonably requested by the Buyer. (c) The Seller shall maintain its books and records, including but not limited to any computer files and master data processing records, so that such records that refer to Historical Advances Receivables sold hereunder shall indicate clearly that the Seller's right, title and interest in such Historical Advances Receivables has been sold to the BuyerBuyer and that a security interest in such Receivables has been granted by Fairbanks Funding to the Lender. Indication of the Buyer's interest in Historical Advances Receivables shall be deleted from or modified on the Seller's records when, and only when, the Historical Advances Receivables shall have been paid in full or the Buyer's interest in such Historical Advances Receivables shall have been repurchased or repaid by the Seller hereunder.