Common use of True Sale and Back-up Security Interest Clause in Contracts

True Sale and Back-up Security Interest. Each of the Parties intends that each of the purchase and sale transactions and transfers contemplated hereby constitute true sales and true transfers of the benefits and burden of ownership of the Products intended to constitute Xxxx Inventory subject to such purchase and sale transactions and transfers from the applicable Transaction Entities to Xxxx. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then the Transaction Entities shall be deemed to have pledged and granted to Xxxx, a first priority lien and security interest in all quantities of Product constituting Xxxx Inventory hereunder and all proceeds thereof as security for the performance of all of the Transaction Entities’ obligations and liabilities hereunder, and the UCC filings by Xxxx with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the 84 transactions contemplated by this Agreement be treated as purchase and sale transactions.

True Sale and Back-up Security Interest. Each of the Parties intends that each of the purchase and sale transactions and transfers contemplated hereby constitute true sales and true transfers of the benefits and burden of ownership of the Products intended to constitute Xxxx Inventory subject to such purchase and sale transactions and transfers from the applicable Transaction Entities to Xxxx. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then the Transaction Entities shall be deemed to have pledged and granted to Xxxx, a first priority lien and security interest in all quantities of Product constituting Xxxx Inventory hereunder and all proceeds thereof as security for the performance of all of the Transaction Entities’ obligations and liabilities hereunder, and the UCC filings by Xxxx with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the 84 transactions contemplated by this Agreement be treated as purchase and sale transactions.

True Sale and Back-up Security Interest. Each of the Parties intends that each of the purchase and sale transactions and transfers contemplated hereby constitute true sales and true transfers of the benefits and burden of ownership of the Products intended to constitute Xxxx Inventory subject to such purchase and sale transactions and transfers from the applicable Transaction Entities DCR to Xxxx. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then the Transaction Entities DCR shall be deemed to have pledged and granted to Xxxx, a first priority lien and security interest in all quantities of Product constituting intended to constitute Xxxx Inventory hereunder and all proceeds thereof as security for the performance of all of the Transaction Entities’ DCR’s obligations and liabilities hereunder, and the any UCC filings by Xxxx with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the 84 transactions contemplated by this Agreement be treated as purchase and sale transactions.

True Sale and Back-up Security Interest. Each of the Parties intends that each of the purchase and sale transactions and transfers contemplated hereby constitute true sales and true transfers of the benefits and burden of ownership of the Products intended to constitute Xxxx Inventory subject to such purchase and sale transactions and transfers from the applicable Transaction Entities PRC to Xxxx. If, notwithstanding the intent of the Parties, such transactions are deemed to constitute loans, then the Transaction Entities PRC shall be deemed to have pledged and granted to Xxxx, a first priority lien and security interest in all quantities of Product constituting intended to constitute Xxxx Inventory hereunder and all proceeds thereof as security for the performance of all of the Transaction Entities’ PRC’s obligations and liabilities hereunder, and the any UCC filings by Xxxx with respect to such quantities of Product shall serve to perfect such pledge and security interest. However, the filing of any UCC financing statements made pursuant to this Agreement shall in no way be construed as being contrary to the intent of the Parties that the 84 transactions contemplated by this Agreement be treated as purchase and sale transactions.