Intent; Savings Clause. It is the intention of the parties hereto that (i) the sale pursuant to Section 2.01 constitute an absolute sale of the Second-Tier Assets, including all monies paid thereon and all monies due thereon on or after the 20[__]-[__] Cutoff Date, conveying good title to the Second-Tier Assets free and clear of any Lien other than Permitted Liens, from the Seller to the Purchaser and (ii) the Second-Tier Assets not be a part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. If, notwithstanding the intention of the parties hereto, such sale is deemed to be a pledge in connection with a financing or is otherwise deemed not to be a sale, the Seller grants, and the parties intend that the Seller grants, to the Purchaser a security interest in the Second-Tier Assets and the performance by the Seller of the obligation by the Seller to pay to the Purchaser all amounts received with respect to the 20[__]-[__] Exchange Note, and in such event, this Agreement will constitute a security agreement under applicable law and the Purchaser will have all of the rights and remedies of a secured party and creditor under the UCC. ARTICLE THREE
Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable transfer, conveyance, assignment and contribution, without recourse (except as set forth in Section 4.4) of the Contributed Assets by Contributor to Contributee, and immediately after giving effect to the transfer contemplated by Section 2.1(a) on the Closing Date or Section 2.1(b) on any Contribution Date, Contributor will have no further interest (legal or equitable) in the Contributed Assets and the Contributed Assets will not be property of Contributor’s estate in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate with respect to any Contributed Asset. The parties agree to treat each transfer pursuant to Section 2.1 for all purposes (including financial accounting purposes) as an absolute transfer on all relevant books, records, financial statements and other documents.
Intent; Savings Clause. (a) This Agreement is intended to effect a sale of the Assignment Interest by Seller to Newco and, immediately after giving effect to the transfer contemplated by Section 2.1, Seller will have no further interest (legal or equitable) in any of the Assignment Interest. The Seller hereby authorizes the filing under the UCC of a financing statement in the form attached hereto as Exhibit A with respect to the sale of the Assignment Interest by Seller to Newco, and any continuation statements (including amendments to effect such continuation) required under the UCC with respect thereto reasonably requested by Newco (subject to confidentiality obligations under the GGL Agreements) in order to evidence such sale.
Intent; Savings Clause. (a) This Agreement is intended to effect an absolute transfer, sale and Assignment of the Purchased Assets to Purchaser and, immediately after giving effect to each such sale, neither Seller nor any Third-Party Transferor will have any further interest (legal or equitable) in such Purchased Assets. Each of Seller and Purchaser agree to treat each sale of Purchased Assets pursuant to this ARTICLE II for all purposes (other than for financial accounting and U.S. federal income tax purposes) as an absolute transfer on all relevant books, records, financial statements and other documents with respect to the Purchased Assets so sold. If the transfer of the Purchased Assets pursuant to this Agreement on one or more Acquisition Dates (taken together with the payment of the Asset Purchase Price or the portion thereof that is payable in cash) is characterized as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), the Seller intends that the Purchaser have a first priority, perfected security interest in, and lien on, the Purchased Assets to secure an obligation of the Seller to pay to the Purchaser an amount (the “Seller Secured Amount”) equal to the sum of the Note Balance from time to time outstanding, plus all interest accrued thereon, plus all accrued and unpaid Unused Fee Amounts, plus all other obligations of the Seller to the Purchaser, the Indenture Trustee, the Custodian, the Back-Up Servicer and/or the Note Purchaser under the Basic Documents. Accordingly, if a Recharacterization Event occurs, the Seller shall be deemed to have granted, and the Seller does hereby grant, to the Purchaser a security interest in, to and under the Purchased Assets and all proceeds thereof, whether now existing or hereafter acquired, in each case to secure the obligation of the Seller set forth in Section 2.8(b), and this Agreement shall constitute a security agreement under Applicable Law.
Intent; Savings Clause. (a) This Agreement is intended to effect an absolute transfer, sale and Assignment of the Purchased Assets to Purchaser and, immediately after giving effect to each such sale, neither Seller nor any Third-Party Transferor will have any further interest (legal or equitable) in such Purchased Assets. Each of Seller and Purchaser agree to treat each sale of Purchased Assets pursuant to this Article II for all purposes (other than for financial accounting and U.S. federal income tax purposes) as an absolute transfer on all relevant books, records, financial statements and other documents with respect to the Purchased Assets so sold. If the transfer of the Purchased Assets pursuant to this Agreement on one or more Acquisition Dates (taken together with the payment of the Asset Purchase Price or the portion thereof that is payable in cash) is characterized as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Seller intends that the Purchaser have a first priority, perfected security interest in, and lien on, the Purchased Assets to secure an obligation of Seller to pay to the Purchaser an amount (the “Seller Secured Amount”) equal to, without duplication, the sum of the Note Balance from time to time outstanding, plus all interest accrued thereon, plus all accrued and unpaid Unused Fee Amounts and L/C Fee Amounts, plus all reimbursement obligations due to the Issuing Bank under the Reimbursement Agreement, plus all interest accrued thereon, plus all other obligations of Seller and/or the Issuer to the Purchaser, the Indenture Trustee, the Custodian, the Back-Up Servicer, any Hedge Counterparty, the Issuing Bank, the Note Purchaser, the New Note Purchaser and/or the Note Purchaser Agent under the Basic Documents. Accordingly, if a Recharacterization Event occurs, Seller shall be deemed to have granted, and Seller does hereby grant, to the Purchaser a security interest in, to and under the Purchased Assets and all proceeds thereof, whether now existing or hereafter acquired, in each case to secure the obligation of Seller set forth in Section 2.8(b), and this Agreement shall constitute a security agreement under Applicable Law.
