Common use of True Sales and True Contributions Clause in Contracts

True Sales and True Contributions. The Sellers and Buyer intend the transfers of Specified Assets hereunder to be absolute conveyances by the Sellers to Buyer that are absolute and irrevocable and that provide Buyer with the full benefits of ownership of the Specified Assets, and (other than for tax purposes and the limited accounting purposes described in the following sentence) none of the Sellers nor Buyer intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. Without limiting or otherwise affecting the preceding sentence, and solely for accounting purposes, the Seller will treat the sale or contribution of Receivables owing by certain foreign obligors as loans until the Seller recognizes the revenue associated with those Receivables in accordance with GAAP consistently applied; and for tax purposes, the transactions contemplated by the Basic Documents will be treated as a financing by the Seller. However, in the event that, notwithstanding the intent of the parties, any Specified Assets are determined to be property of any Seller’s estate, then (i) this Agreement also shall be deemed to be a security agreement within the meaning of the UCC, and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to Buyer of all of such Seller’s right, title and interest in, to and under the Specified Assets, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in the amount of the Total Consideration and (3) without limiting the foregoing, the payment and performance of such Seller’s obligations (whether monetary or otherwise) hereunder. Each Seller and Buyer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Specified Assets, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law and shall be maintained as such throughout the term of this Agreement. The parties agree that the foregoing sales of Specified Assets constitute sales of “accounts,” “promissory notes” and “tangible chattel paper” as described in the UCC, and that this Agreement shall create a security interest in favor of the Buyer as the purchaser of the Specified Assets. Notwithstanding such intent, if the arrangements with respect to the Specified Assets hereunder are deemed for any purpose to constitute a loan and not a purchase and sale or contribution of such Specified Assets, it is the intention of the parties hereto that this Agreement shall still constitute a security agreement under applicable law, and each Seller hereby grants to the Buyer a first priority perfected security interest in all of such Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Specified Assets, and all money, accounts, general intangibles, payment intangibles, chattel paper, instruments, documents, goods, supporting obligations, investment property, deposit accounts, securities accounts, certificates of deposit, letters of credit, letter-of-credit rights, and advices of credit consisting of, arising from or related to the Specified Assets, and all proceeds thereof, to secure its obligations hereunder, including its obligation to remit to the Seller, or its successors and assigns, all Collections of the Specified Assets and other proceeds of the Specified Assets.

True Sales and True Contributions. The Sellers Seller and the Buyer intend the transfers of Specified Assets Portfolio Investments hereunder to be absolute conveyances by the Sellers Seller to the Buyer that are absolute and irrevocable and that provide the Buyer with the full benefits of ownership of the Specified Assetssuch Portfolio Investments, and (other than for tax purposes and neither the limited accounting purposes described in Seller nor the following sentence) none of the Sellers nor Buyer intend intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to any the Seller. Without limiting or otherwise affecting All beneficial interest and title to the preceding sentence, Portfolio Investments shall pass to the Buyer and solely for accounting purposes, the Seller will treat the sale or contribution shall not be considered property of Receivables owing by certain foreign obligors as loans until the Seller recognizes the revenue associated with those Receivables in accordance with GAAP consistently applied; and for tax purposes, the transactions contemplated by the Basic Documents will be treated as a financing by the Seller’s estate in the event of a bankruptcy proceeding. However, in the event that, notwithstanding the intent of the parties, any Specified Assets Portfolio Investments are determined to be property of any the Seller’s estateestate following a transfer of such Portfolio Investments under this Agreement, then (i) this Agreement shall also shall be deemed to be a security agreement within the meaning of the UCC, and (ii) the conveyance by such the Seller provided for in this Agreement shall be deemed to be a grant by such the Seller to the Buyer of all of such the Seller’s right, title and interest in, to and under the Specified AssetsPortfolio Investments, whether now or hereafter existing or created, to secure (1) the rights of the Buyer hereunder, (2) a loan by the Buyer to such the Seller in the amount of the Total Consideration consideration as determined under Section 2.2 and (3) without limiting the foregoing, the payment and performance of such the Seller’s obligations (whether monetary or otherwise) hereunder. Each The Seller and the Buyer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Specified AssetsPortfolio Investments, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of the Buyer under applicable law and shall be maintained as such throughout the term of this Agreement. The parties agree that the foregoing sales of Specified Assets Portfolio Investments constitute sales of “accountsgeneral intangibles,” “promissory notes” and “tangible chattel paper” as described in the UCC, UCC and that this Agreement shall create a security interest in favor of the Buyer as the purchaser of the Specified AssetsPortfolio Investments. Notwithstanding such intentIn furtherance of the two immediately preceding sentences, and solely if the arrangements with respect to the Specified Assets Portfolio Investments hereunder are deemed for any purpose to constitute a loan and not a purchase and sale or contribution of such Specified AssetsPortfolio Investments, it is the intention of the parties hereto that this Agreement shall still constitute a security agreement under applicable law, and each Seller hereby grants to the Buyer a first priority perfected security interest in all of such the Seller’s right, title and interest, whether now owned or hereafter acquired, in, to and under the Specified AssetsPortfolio Investments, and all money, accounts, general intangibles, payment intangibles, chattel paper, instruments, documents, goods, supporting obligations, investment property, deposit accounts, securities accounts, certificates of deposit, letters of credit, letter-of-credit rights, rights and advices of credit consisting of, arising from or related to the Specified AssetsPortfolio Investments, and all proceeds thereof, to secure its obligations hereunder, including its obligation to remit to the SellerBuyer, or its successors and assigns, all Collections amounts received on account of the Specified Assets Portfolio Investments and other proceeds of the Specified AssetsPortfolio Investments.

True Sales and True Contributions. The Sellers and Buyer intend the transfers of Specified Assets hereunder to be absolute conveyances by the Sellers to Buyer that are absolute and irrevocable and that provide Buyer with the full benefits of ownership of the Specified Assets, and (other than for tax purposes and the limited accounting purposes described in the following sentence) none of the Sellers nor Buyer intend the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. Without limiting or otherwise affecting the preceding sentence, and solely for accounting purposes, the Seller will treat the sale or contribution of Receivables owing by certain foreign obligors as loans until the Seller recognizes the revenue associated with those Receivables in accordance with GAAP consistently applied; and for tax purposes, the transactions contemplated by the Basic Documents will be treated as a financing by the Seller. However, in the event that, notwithstanding the intent of the parties, any Specified Assets are determined to be property of any Seller’s 's estate, then (i) this Agreement also shall be deemed to be a security agreement within the meaning of the UCC, and (ii) the conveyance by such Seller provided for in this Agreement shall be deemed to be a grant by such Seller to Buyer of of, all of such Seller’s 's right, title and interest in, to and under the Specified Assets, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, (2) a loan by Buyer to such Seller in the amount of the Total Consideration and (3) without limiting the foregoing, the payment and performance of such Seller’s 's obligations (whether monetary or otherwise) hereunder. Each Seller and Buyer shall, to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Specified Assets, such security interest would be deemed to be a perfected security interest of first priority (subject to Permitted Adverse Claims) in favor of Buyer under applicable law and shall be maintained as such throughout the term of this Agreement. The parties agree that the foregoing sales of Specified Assets constitute sales of “"accounts,” “", "promissory notes” " and “"tangible chattel paper” " as described in the UCC, and that this Agreement shall create a security interest in favor of the Buyer as the purchaser of the Specified Assets. Notwithstanding such intent, if the arrangements with respect to the Specified Assets hereunder are deemed for any purpose to constitute a loan and not a purchase and sale or contribution of such Specified Assets, it is the intention of the parties hereto that this Agreement shall still constitute a security agreement under applicable law, and each Seller hereby grants to the Buyer a first priority perfected security interest in all of such Seller’s 's right, title and interest, whether now owned or hereafter acquired, in, to and under the Specified Assets, and all money, accounts, general intangibles, payment intangibles, chattel paper, instruments, documents, goods, supporting obligations, investment property, deposit accounts, securities accounts, certificates of deposit, letters of credit, letter-of-credit rights, and advices of credit consisting of, arising from or related to the Specified Assets, and all proceeds thereof, to secure its obligations hereunder, including its obligation to remit to the Seller, or its successors and assigns, all Collections of the Specified Assets and other proceeds of the Specified Assets.