Common use of Savings Clause Clause in Contracts

Savings Clause. The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien, other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's right, title and interest in the Sold Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under this Agreement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor Sponsor and the Issuer Depositor intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Purchased Property, conveying good title to the Sold Purchased Property free and clear of any Lien, other than Permitted Liens, from the Depositor Sponsor to the IssuerDepositor. The Depositor Sponsor and the Issuer Depositor intend that the Sold Purchased Property not be a part of the DepositorSponsor's estate if there is a bankruptcy or insolvency of the DepositorSponsor. If, despite the intent of the Depositor Sponsor and the IssuerDepositor, the transfer of the Sold Purchased Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Sponsor Grants to the Issuer Depositor on the date of this Agreement a security interest in the DepositorSponsor's right, title and interest in the Sold Purchased Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor Sponsor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under this the Sale and Servicing Agreement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer Depositor will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor and the Issuer intend that the sale each transfer and assignment under this Agreement be an absolute sale transfer and assignment of the Sold Depositor Transferred Property, conveying good title to the Sold Depositor Transferred Property free and clear of any Lien, other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Depositor Transferred Property not be a part of the Depositor's ’s estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the a transfer and assignment of the Sold Depositor Transferred Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale transfer and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's ’s right, title and interest in the Sold Property, whether now owned or later acquired, Depositor Transferred Property to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under this Agreement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is will be a security agreement under law Law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien, other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's ’s estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's ’s right, title and interest in the Sold Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under this Agreement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor Sponsor and the Issuer Depositor intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Purchased Property, conveying good title to the Sold Purchased Property free and clear of any Lien, other than Permitted Liens, from the Depositor Sponsor to the IssuerDepositor. The Depositor Sponsor and the Issuer Depositor intend that the Sold Purchased Property not be a part of the Depositor's Sponsor’s estate if there is a bankruptcy or insolvency of the DepositorSponsor. If, despite the intent of the Depositor Sponsor and the IssuerDepositor, the transfer of the Sold Purchased Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Sponsor Grants to the Issuer Depositor on the date of this Agreement a security interest in the Depositor's Sponsor’s right, title and interest in the Sold Purchased Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor Sponsor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under this the Sale and Servicing Agreement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer Depositor will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's right, title and interest in the Sold Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under this Agreement the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor Sponsor and the Issuer Depositor intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Purchased Property, conveying good title to the Sold Purchased Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor Sponsor to the IssuerDepositor. The Depositor Sponsor and the Issuer Depositor intend that the Sold Purchased Property not be a part of the DepositorSponsor's estate if there is a bankruptcy or insolvency of the DepositorSponsor. If, despite the intent of the Depositor Sponsor and the IssuerDepositor, the transfer of the Sold Purchased Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Sponsor Grants to the Issuer Depositor on the date of this Agreement a security interest in the DepositorSponsor's right, title and interest in the Sold Purchased Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor Sponsor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under this Agreement the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer Depositor will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor Sponsor and the Issuer Depositor intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Purchased Property, conveying good title to the Sold Purchased Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor Sponsor to the IssuerDepositor. The Depositor Sponsor and the Issuer Depositor intend that the Sold Purchased Property not be a part of the Depositor's Sponsor’s estate if there is a bankruptcy or insolvency of the DepositorSponsor. If, despite the intent of the Depositor Sponsor and the IssuerDepositor, the transfer of the Sold Purchased Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Sponsor Grants to the Issuer Depositor on the date of this Agreement a security interest in the Depositor's Sponsor’s right, title and interest in the Sold Purchased Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor Sponsor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under this Agreement the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer Depositor will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's ’s estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's ’s right, title and interest in the Sold Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under this Agreement the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien, other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's ’s estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's ’s right, title and interest in the Sold Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Servicing Fees under this Agreement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The Depositor and the Issuer intend that the sale and assignment under this Agreement be an absolute sale and assignment of the Sold Property, conveying good title to the Sold Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor to the Issuer. The Depositor and the Issuer intend that the Sold Property not be a part of the Depositor's ’s estate if there is a bankruptcy or insolvency of the Depositor. If, despite the intent of the Depositor and the Issuer, the transfer of the Sold Property under this Agreement is determined to be a pledge for a financing or is determined not to be an absolute sale and assignment, the Depositor Grants to the Issuer on the date of this Agreement a security interest in the Depositor's ’s right, title and interest in the Sold Property, whether now owned or later acquired, to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or interest on the Notes, all amounts payable as Reference Pool Servicing Fees under this Agreement the Servicing Supplement and all other amounts payable by the Issuer under the Transaction Documents. In that case, this Agreement is a security agreement under law and the Issuer will have the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The It is the intention of the Depositor and the Issuer intend that (i) the sale and assignment under this Agreement be pursuant to Section 2.1 constitutes an absolute sale and assignment of the Sold Trust Property, conveying good title to the Sold Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor to the Issuer. The Depositor Issuer and (ii) the Issuer intend that the Sold Trust Property not be a part of the Depositor's estate if there is in the event of a bankruptcy or insolvency of the Depositor. If, despite notwithstanding the intent intention of the Depositor and the Issuer, the such transfer of the Sold Property under this Agreement is determined deemed to be a pledge for in connection with a financing or is determined otherwise deemed not to be an absolute sale and assignmenta sale, the Depositor Grants grants, and the parties intend that the Depositor grant, to the Issuer on the date of this Agreement a first priority perfected security interest in all of the Depositor's right, title and interest in the Sold Property, whether now owned or later acquired, Trust Property to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or and interest on the Notes, Notes and all amounts payable as Servicing Fees servicing fees under this Agreement and all other amounts payable by fees and expenses of the Issuer under Indenture Trustee or the Transaction Documents. In that caseOwner Trustee, and in such event, this Agreement is will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.

Savings Clause. The It is the intention of the Depositor and the Issuer intend that (i) the sale and assignment under this Agreement be pursuant to Section 2.1 constitutes an absolute sale and assignment of the Sold Trust Property, conveying good title to the Sold Property free and clear of any Lien, Lien other than Permitted Liens, from the Depositor to the Issuer. The Depositor Issuer and (ii) the Issuer intend that the Sold Trust Property not be a part of the Depositor's ’s estate if there is in the event of a bankruptcy or insolvency of the Depositor. If, despite notwithstanding the intent intention of the Depositor and the Issuer, the such transfer of the Sold Property under this Agreement is determined deemed to be a pledge for in connection with a financing or is determined otherwise deemed not to be an absolute sale and assignmenta sale, the Depositor Grants grants, and the parties intend that the Depositor grant, to the Issuer on the date of this Agreement a first priority perfected security interest in all of the Depositor's ’s right, title and interest in the Sold Property, whether now owned or later acquired, Trust Property to secure a loan in an amount equal to all amounts payable by the Depositor under this Agreement, all amounts payable as principal of or and interest on the Notes, Notes and all amounts payable as Servicing Fees servicing fees under this Agreement and all other amounts payable by fees and expenses of the Issuer under Indenture Trustee or the Transaction Documents. In that caseOwner Trustee, and in such event, this Agreement is will constitute a security agreement under applicable law and the Issuer will have all of the rights and remedies of a secured party and creditor under the UCC.