Common use of Sale Intended; Security Interest Clause in Contracts

Sale Intended; Security Interest. It is the express intent of the Seller and the Buyer that the conveyance of the Conveyed Property by the Seller to the Buyer pursuant to this Agreement be construed as a true sale thereof by the Seller to the Buyer and not a grant of a security interest in the Conveyed Property by the Seller to the Buyer to secure a debt or other obligation of the Seller. However, if notwithstanding the intent of the parties, a court of competent jurisdiction holds that the conveyance of the Conveyed Property is not a true sale of the Conveyed Property from the Seller to the Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, (ii) this Agreement and the Seller's books and records shall evidence the Buyer's obligation to pay the Purchase Price, and (iii) the conveyance by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby grants to the Buyer a security interest in and to, all of the Seller's right, title, and interest in the Conveyed Property to secure all obligations now or hereafter arising of the Seller to the Buyer, including, without limitation, loans to the Seller in the amount of the Purchase Price as set forth in this Agreement. The Seller and the Buyer shall, to the extent consistent with this Agreement, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Conveyed Property, such security interest would be deemed to be a first priority perfected security interest in favor of the Buyer under applicable law and will be maintained as such throughout the term of this Agreement. The Seller and the Buyer may rely upon an opinion of counsel addressed to them as to what is required to provide the Buyer with such security interest; and any such opinion of counsel shall permit the Lender to rely on it.

Sale Intended; Security Interest. It is the express intent of the Seller TCSI and the Buyer that the conveyance of the Conveyed Property by the Seller TCSI to the Buyer pursuant to this Agreement be construed as a true sale thereof by the Seller TCSI to the Buyer and not a grant of a security interest in the Conveyed Property by the Seller TCSI to the Buyer to secure a debt or other obligation of the SellerTCSI. However, if notwithstanding the intent of the parties, a court of competent jurisdiction holds that the conveyance of the Conveyed Property is not a true sale of the Conveyed Property from the Seller TCSI to the Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCCCode, (ii) this Agreement and the SellerTCSI's books and records shall evidence the Buyer's obligation to pay the Purchase Price, and (iii) the conveyance by the Seller TCSI provided for in this Agreement shall be deemed to be, and the Seller TCSI hereby grants to the Buyer a security interest in and to, all of the SellerTCSI's right, title, and interest in the Conveyed Property to secure all obligations now or hereafter arising of the Seller TCSI to the Buyer, including, without limitation, loans to the Seller TCSI in the amount of the Purchase Price as set forth in this Agreement. The Seller TCSI and the Buyer shall, to the extent consistent with this Agreement, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Conveyed Property, such security interest would be deemed to be a first priority perfected security interest in favor of the Buyer under applicable law and will be maintained as such throughout the term of this Agreement. The Seller TCSI and the Buyer may rely upon an opinion of counsel addressed to them as to what is required to provide the Buyer with such security interest; and any such opinion of counsel shall permit the Lender to rely on it.

Sale Intended; Security Interest. It is the express intent of the Seller and the Buyer that the conveyance of the Conveyed Property by the Seller to the Buyer pursuant to this Agreement be construed as a true sale thereof by the Seller to the Buyer and not a grant of a security interest in the Conveyed Property by the Seller to the Buyer to secure a debt or other obligation of the Seller. However, if notwithstanding the intent of the parties, a court of competent jurisdiction holds that the conveyance of the Conveyed Property is not a true sale of the Conveyed Property from the Seller to the Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCCCode, (ii) this Agreement and the Seller's books and records shall evidence the Buyer's obligation to pay the Purchase Price, and (iii) the conveyance by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby grants to the Buyer a security interest in and to, all of the Seller's right, title, and interest in the Conveyed Property to secure all obligations now or hereafter arising of the Seller to the Buyer, including, without limitation, loans to the Seller in the amount of the aggregate Purchase Price paid as set forth in this Agreement. The Seller and the Buyer shall, to the extent consistent with this Agreement, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Conveyed Property, such security interest would be deemed to be a first priority perfected security interest in favor of the Buyer under applicable law and will be maintained as such throughout the term of this AgreementAgreement (except for Chattel Paper and Instruments not in the possession of the Seller and therefore not in the possession of the Buyer). The Seller and the Buyer may rely upon an opinion of counsel addressed to them as to what is required to provide the Buyer with such security interest; and any such opinion of counsel shall permit the Lender to rely on it.

Sale Intended; Security Interest. It is the express intent of the Seller and the Buyer that the conveyance of the Conveyed Property by the Seller to the Buyer pursuant to this Agreement be construed as a true sale thereof by the Seller to the Buyer. It is, further, not the intention of the Seller and the Buyer and not that such conveyance be deemed a grant of a security interest in the Conveyed Property by the Seller to the Buyer to secure a debt or other obligation of the Seller. However, if notwithstanding the intent of the parties, a court of competent jurisdiction holds that the conveyance of the Conveyed Property is not a true sale held to continue to be property of the Conveyed Property from the Seller to the BuyerSeller, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, ; (ii) this Agreement and the Seller's books and records shall evidence the Buyer's obligation to pay the Purchase Price, ; and (iii) the conveyance by the Seller provided for in this Agreement shall be deemed to be, and the Seller hereby grants to the Buyer a security interest in and to, all of the Seller's right, title, title and interest in the Conveyed Property to secure all obligations now or hereafter arising of the Seller to the Buyer, including, Buyer including without limitation, limitation loans to the Seller in the amount of the Purchase Price as set forth in this AgreementAgreement (the "Secured Obligations"). The Seller and the Buyer shall, to the extent consistent with this Agreement, take such action as may be necessary to ensure that, that if this Agreement were deemed to create a security interest in the Conveyed Property, such security interest would be deemed to be a first priority perfected security interest of first priority in favor of the Buyer under applicable law and will be maintained as such throughout the term of this Agreement. The Seller and the Buyer may rely upon an opinion of counsel addressed to them as to what is required to provide the Buyer with such security interest; and any such opinion of counsel shall permit the Lender Administrative Agent, the Enterprise Agent, the PARCO Agent and the Sheffield Agent, on behalf of Enterprise, PARCO and Sheffield, respectively, the Bank Investors, and any rating agencies to rely on it.. ARTICLE III