Common use of True Sales Clause in Contracts

True Sales. (a) It is the express intention of Buyer and Seller that each transfer of Conveyed Property hereunder constitutes a true sale by Seller to Buyer that is absolute and irrevocable and that provides Buyer with the full benefits of ownership of the Conveyed Property, and not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a security interest in and to all of Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer. (b) Buyer and Seller 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 Conveyed Property, such security interest would be deemed to be a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) It is Each of the express intention Sellers and the Trustee intend the transfers of Buyer and Seller the Purchased Receivables under the Receivables Sale Agreements to be true sales by the Sellers to the Trust that each transfer of Conveyed Property hereunder constitutes a true sale by Seller to Buyer that is are absolute and irrevocable and that provides Buyer provide the Trust with the full benefits of ownership of the Conveyed PropertyPurchased Receivables, and not a pledge except as otherwise specifically provided for in SECTION 2.6 of such Conveyed Property this Master Trust Agreement, neither the Sellers nor the Trustee intends the transactions contemplated by Seller the Receivables Sale Agreements to Buyer be characterized as loans from the Trust to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in Sellers. (b) In the event that, notwithstanding the intent of the partiesparties expressed under the Receivables Sale Agreements, any Conveyed Property is deemed the transfers of the Purchased Receivables are not to have been transferred to Buyertrue sales, then (i) this Agreement also shall be deemed the Sellers intend that such transfers by them to be and hereby is a grant of a security agreement interest in such property within the meaning of the UCC, . The Sellers therefore grant to the Trustee on behalf of the Trust and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to BuyerInvestor Certificateholders, a first priority security interest in and to all of Seller's the Sellers' right, title and interest in, to and under the Conveyed PropertyPurchased Receivables, whether now the other Trust Assets, all funds collected or hereafter existing or created, to be collected in respect of the Purchased Receivables and all proceeds thereof for the purpose of securing a loan in a principal amount equal to the Aggregate Certificate Balance from time to time of the Investor Certificates issued hereunder and pursuant to any applicable Supplement and the interest accrued at the related Certificate Rate and to secure all of the Sellers' and TMM's obligations hereunder, under any applicable Supplement and each other Transaction Document. (1c) In connection with such conveyance and grant of a security interest, TMM agrees that, if it or any other Seller should at any time open an executive office or offices in any state in the rights United States, (x) it will promptly record and file, at its own expense, all financing statements (including any continuation statements with respect to such financing statements when applicable) in such jurisdiction as may be required to evidence the security interest of Buyer hereunderthe Trustee with respect to the Purchased Receivables originated or to be originated by the Sellers, all funds collected or to be collected in respect of the Purchased Receivables and all proceeds thereof, and (2y) without limiting the foregoing, the payment and performance it will deliver promptly a file-stamped copy of Seller's obligations to Buyer. (b) Buyer and Seller shall, such financing statements or continuation statements or other evidence of such filing to the extent consistent with Trustee. The foregoing conveyance and grant to the Trust is made to the Trustee, on behalf of the Trust, and each reference in this Agreement, take Master Trust Agreement to such actions as may conveyance and grant shall be necessary to ensure that, if this Agreement were deemed to create a security interest in the Conveyed Property, such security interest would construed accordingly. The Trustee shall be deemed to be a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee no obligation whatsoever to file one or more UCC the financing statements or continuation statementsstatements referred to herein, and amendments thereto and assignments thereof, relative or to all make any other filing under the UCC or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title foregoing conveyance and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreementgrant.

True Sales. (a) It is The Sellers and Xxxxx Fargo have structured the express intention transactions contemplated by this Agreement as a sale and intend the transfer and conveyance of Buyer and Seller that each transfer of Conveyed Property Purchased Receivables hereunder constitutes a true sale by Seller to Buyer that is be absolute and irrevocable and true sales by the applicable Seller to Xxxxx Fargo, that provides Buyer provide Xxxxx Fargo with the full benefits and burdens of ownership of the Conveyed PropertyPurchased Receivables. None of the Sellers nor Xxxxx Fargo intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Xxxxx Fargo to any Seller. Each Seller and Xxxxx Fargo shall treat the transactions hereunder as true sales for all purposes under applicable law and accounting principles, including, without limitation, in their respective books, records, computer files, tax returns (federal, state and local), regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Each Seller will advise all persons inquiring about the ownership of the Receivables sold by such Seller that all such Purchased Receivables have been sold to Xxxxx Fargo. If, notwithstanding the intention of the parties expressed in this Section 2.7, the transfer and conveyance by any Seller to Xxxxx Fargo of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequentlysale, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. Howeverthen, in the event thatsuch event, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be and hereby is constitute a security agreement within under the meaning of the UCCUCC and other applicable law. For this purpose, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and each Seller hereby grants to BuyerXxxxx Fargo a perfected, a first priority security interest in and to all of such Seller's ’s right, title and interest in, to and under the Conveyed PropertyPurchased Receivables sold or purportedly sold by such Seller pursuant to this Agreement, whether now or hereafter existing or createdand all proceeds of any thereof, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the timely payment and performance by such Seller of Seller's all amounts owing to Xxxxx Fargo hereunder and any other obligations owing to Buyer. (b) Buyer and Seller shallXxxxx Fargo hereunder. In the event this Agreement shall be characterized as a security agreement, Xxxxx Fargo shall have, in addition to the extent consistent with rights and remedies which it may have under this Agreement, take such actions as may all the rights and remedies provided to a secured creditor under the UCC and applicable law, which rights and remedies shall 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 perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreementcumulative.

True Sales. (a) It is The Sellers and Buyer intend the express intention transfers of Buyer and Seller that each transfer of Conveyed Property Receivables hereunder constitutes a to be true sale sales by Seller the Sellers to Buyer that is are absolute and irrevocable and that provides provide Buyer with the full benefits of ownership of the Conveyed PropertyReceivables, and none of the Sellers nor Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. It is, further, not the intention of Buyer or any Seller that the conveyance of the Specified Assets by such Seller be deemed a pledge grant of a security interest in the Specified Assets by such Conveyed Property by Seller to Buyer to secure a debt or other obligation of such Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to BuyerSpecified Assets are property of any Seller's estate, then (i) this Agreement also shall be deemed to be and hereby is 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, and such Seller hereby grants to Buyer, a security interest in and to all of such Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, Specified Assets to secure (1) the rights of Buyer hereunder, hereunder and (2) without limiting a loan by Buyer to such Seller in the foregoingamount of the related Purchase Price of the Purchased Assets sold by it or the Unpaid Balance of any Contributed Receivables and the Related Contributed Assets, as the payment case may be. Each Seller and performance of Seller's obligations to Buyer. (b) Buyer and Seller 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 Conveyed PropertySpecified 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 will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. The Sellers and Buyer intend the transfers of Receivables hereunder to be true sales (aor, with respect to Contributed Receivables, true conveyances) It is by the express intention of Buyer and Seller that each transfer of Conveyed Property hereunder constitutes a true sale by Seller Sellers to Buyer that is are absolute and irrevocable and that provides provide Buyer with the full benefits of ownership of the Conveyed PropertyReceivables, and not a pledge none of the Sellers nor Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. ICP and ICPPC intend the transfers of Receivables by ICP to ICPPC to be true conveyances by ICP to ICPPC that are absolute and irrevocable and that provide ICPPC with the full benefits of ownership of such Conveyed Property Receivables, and neither ICP nor ICPPC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ICPPC to ICP. It is, further, not the intention of Buyer or any Seller that the conveyance of the Specified Assets by a Seller be deemed a grant of a security interest in the Specified Assets by such Seller to Buyer (or ICPPC, as the case may be) to secure a debt or other obligation of such Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to BuyerSpecified Assets are property of any Seller's estate, then (i) this Agreement also shall be deemed to be and hereby is 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 (or ICPPC, as the case may be) of, and such Seller hereby grants to BuyerBuyer (or ICPPC, as the case may be), a security interest in and to all of such Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, Specified Assets to secure (1) the rights of Buyer hereunder(or ICPPC, as the case may be) hereunder and (2) without limiting a loan by Buyer (or ICPPC, as the foregoingcase may be) to such Seller in the amount of the related Purchase Price of the Purchased Assets sold by it or the Unpaid Balance of any Contributed Receivables and the Related Contributed Assets, as the payment case may be. Each Seller and performance of Seller's obligations to Buyer. (b) Buyer and Seller 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 Conveyed PropertySpecified 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 (or ICPPC, as the case may be) under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) It is Seller and Buyer intend the express intention transfers of Buyer and Seller that each transfer Receivables hereunder to be true sales (or absolute conveyances, in the case of Conveyed Property hereunder constitutes a true sale Contributed Receivables) by Seller to Buyer that is are absolute and irrevocable and that provides provide Buyer with the full benefits of ownership of the Conveyed PropertyReceivables, and neither Seller nor Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to Seller. (b) It is, further, not the intention of Buyer or Seller that the conveyance of the Receivables by Seller be deemed a pledge grant of such Conveyed Property a security interest in the Receivables by Seller to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to BuyerReceivables are property of Seller's estate, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCCUniform Commercial Code of any applicable jurisdiction, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a security interest in and to all of Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, Receivables to secure (1) the rights of Buyer hereunder, hereunder and (2) without limiting a loan by Buyer to Seller in the foregoingamount of the related Purchase Price of the Receivables sold by it or the Unpaid Balance of any Contributed Receivables, as the payment case may be. Seller and performance of Seller's obligations to Buyer. (b) Buyer and Seller 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 Conveyed PropertyReceivables, such security interest would be deemed to be a perfected security interest of first priority (subject to Liens created or permitted under the Purchase Agreement) in favor of Buyer under applicable law Law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) It is Seller and Wells haxx xxructured the express intention transactions contemplated by this Agreement as a sale and intend the transfer and conveyance of Buyer Purchased Receivables hereunder to be absolute and Seller that each transfer of Conveyed Property hereunder constitutes a irrevocable true sale sales by Seller to Buyer that is absolute and irrevocable and that provides Buyer with the Wells, txxx xrovide Wells wixx xxe full benefits and burdens of ownership of the Conveyed PropertyPurchased Receivables. Neither Seller nor Wells inxxxxx the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Wells to Xxxxer. Seller and Wells shxxx xreat the transactions hereunder as true sales for all purposes under applicable law and GAAP, including, in their respective books, records, computer files, tax returns (federal, state, local and foreign), and regulatory and governmental filings (and shall reflect such sale in their respective financial statements). Seller will advise all Persons inquiring about the ownership of the Receivables that all Purchased Receivables have been sold to Wells. (x) Xf, notwithstanding the intention of the parties expressed in this Section 2.7, the transfer and conveyance by Seller to Wells of Xxxxhased Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequentlysale, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. Howeverthen, in the event thatsuch event, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be and hereby is constitute a security agreement within under the meaning of the UCCUCC and other applicable law. For this purpose, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to BuyerWells a xxxxxcted, a first priority security interest in and to all of Seller's ’s right, title and interest in, to and under (i) the Conveyed PropertyPurchased Receivables, whether now or hereafter existing or created(ii) the Collection Account Collateral, and (iii) all proceeds thereof, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the timely payment and performance by Seller of Seller's all amounts and any other obligations owing to Buyer. (b) Buyer and Seller shallWells hexxxxxer. In the event this Agreement shall be characterized as a security agreement, Wells shxxx xave, in addition to the extent consistent with rights and remedies which it may have under this Agreement, take such actions as may all the rights and remedies provided to a secured creditor under the UCC and applicable law, which rights and remedies shall 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 perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreementcumulative.

True Sales. (a) It is the express intention of Buyer and Seller that each transfer of Conveyed Property hereunder constitutes a true sale by Seller to Buyer that is absolute and irrevocable and that provides Buyer with the full benefits of ownership of the Conveyed Property, and not a pledge of such Conveyed Property by Seller to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's ’s business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a security interest in and to all of Seller's ’s right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the payment and performance of Seller's ’s obligations to Buyer. (b) Buyer and Seller 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 Conveyed Property, such security interest would be deemed to be a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's ’s right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) It is the express intention of Buyer and Seller that each transfer of Conveyed Property hereunder constitutes a true sale by Seller to Buyer that is absolute and irrevocable and that provides Buyer with the full benefits of ownership Each of the Conveyed PropertySeller, Seller Trustee, Purchaser Trustee and not a pledge of such Conveyed Property by Seller the Purchaser intend the transactions hereunder to Buyer to secure a debt or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent constitute true sales of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then Student Loans and Related Assets with respect thereto by the Seller Trustee (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning on behalf of the UCC, and Seller) to the Purchaser Trustee (iion behalf of the Purchaser) providing the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a security interest in and to Purchaser Trustee with all of Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer. (b) Buyer and Seller 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 Conveyed Property, such security interest would be deemed to be a perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's Trustee’s right, title and interest in and to the Conveyed Property Student Loans and Related Assets with respect thereto, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from (i) the Purchaser and/or Purchaser Trustee, on one hand to (ii) the Seller and/or the Seller Trustee on the other hand. (b) In the event (but only to the extent) that the conveyance of Student Loans and the enforcement Related Assets with respect thereto hereunder is characterized by any Governmental Authority as a loan rather than a sale or contribution, this Agreement shall be deemed to constitute a security agreement and the Seller and the Seller Trustee shall be deemed hereunder to have granted to the Purchaser and the Eligible Lender Trustee, and the Seller and the Seller Trustee hereby assign and grant to the Purchaser, a security interest in and continuing lien on all of any their right, title and interest now or hereafter acquired or existing in to and under all such Student Loans and the Related Assets with respect thereto (collectively, the “Purchased Assets”) to secure the obligations of the Seller under this Agreementand the Seller Trustee to the Purchaser (including the repayment of a loan deemed to have been purchased by the Purchaser to the Seller and Seller Trustee in an amount equal to the sum of the Aggregate Purchase Prices paid hereunder which secures the Purchaser’s rights to receive all collections on and proceeds of the Purchased Assets). Each of the Seller and the Seller Trustee authorizes the Purchaser to file any and all financing statements deemed necessary by the Purchaser to perfect the security interest described herein.

True Sales. (a) It is The Sellers and Buyer intend the express intention transfers of Buyer Purchased Assets and Seller that each transfer of Conveyed Property Contributed Assets hereunder constitutes a to be true sale sales or contributions to capital, respectively by Seller the Sellers to Buyer that is are absolute and irrevocable and that provides provide Buyer with the full benefits of ownership of the Conveyed PropertyReceivables, and none of the Sellers nor Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. It is, further, not the intention of Buyer or any Seller that the conveyance of the Specified Assets by such Seller be deemed a pledge grant of a security interest in the Specified Assets by such Conveyed Property by Seller to Buyer to secure a debt or other obligation of such Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to BuyerSpecified Assets are property of any Seller's estate, then (i) this Agreement also shall be deemed to be and hereby is 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, and such Seller hereby grants to Buyer, a security interest in and to all of such Seller's right, title and interest in, to and under the Conveyed PropertySpecified 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 related Purchase Price of the Purchased Assets sold by it or the Unpaid Balance of any Contributed Receivables and the related Contributed Assets, as the case may be and (23) without limiting the foregoing, the payment and performance of such Seller's obligations to Buyer. (bwhether monetary or otherwise) hereunder. Each Seller and Buyer and Seller 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 Conveyed PropertySpecified 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 will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) It is Each Seller and the express intention Purchaser intend the transfers of Buyer and Seller that each transfer of Conveyed Property such Seller's respective Receivables hereunder constitutes a to be true sale sales by such Seller to Buyer the Purchaser that is are absolute and irrevocable and that provides Buyer provide the Purchaser with the full benefits of ownership of the Conveyed PropertyReceivables, and neither any Seller nor the Purchaser intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Purchaser to such Seller. (b) It is, further, not the intention of the Purchaser or any Seller that the conveyance of its respective Receivables be deemed a pledge grant of a security interest in such Conveyed Property Receivables by such Seller to Buyer the Purchaser to secure a debt or other obligation of such Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to BuyerReceivables are property of any Seller's estate, then (i) this Sales and Servicing Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCCUniform Commercial Code of any applicable jurisdiction, and (ii) the conveyance by each Seller provided for in this Sales and Servicing Agreement shall be deemed to be a grant by such Seller to Buyer the Purchaser of, and such Seller hereby grants to Buyerthe Purchaser, a security interest in and to all of such Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, Receivables to secure (1) the rights of Buyer the Purchaser hereunder, . Each Seller and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer. (b) Buyer and Seller Purchaser shall, to the extent consistent with this Sales and Servicing Agreement, take such actions as may be necessary to ensure that, if this Sales and Servicing Agreement were deemed to create a security interest in the Conveyed PropertyReceivables, such security interest would be deemed to be a perfected security interest of first priority (subject to Liens created or permitted under the Loan Agreement) in favor of Buyer the Purchaser under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, Sales and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Servicing Agreement.

True Sales. (a) It is Each of Seller and the express intention Buyer intends the transactions hereunder to constitute absolute and irrevocable purchases and sales of Buyer Receivables and Seller that each transfer of Conveyed Property hereunder constitutes a true sale the Related Rights by Seller to the Buyer that is absolute and irrevocable and that provides providing the Buyer with the full benefits of ownership of the Conveyed PropertyAssigned Receivables, and not neither party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a pledge of such Conveyed Property by Seller to loan or similar advance from the Buyer to secure Seller giving rise to indebtedness secured by such Assigned Receivables and Related Rights. (b) In the event (but only to the extent) that the transfer, assignment and conveyance of Assigned Receivables and Related Rights hereunder is characterized by a debt court or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected Governmental Authority as a sale on Seller's business records and financial statements. Howeverloan rather than a sale, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also Seller shall be deemed hereunder to be and hereby is a security agreement within have granted to the meaning of the UCC, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer ofBuyer, and Seller hereby grants to the Buyer, a security interest in and to all of Seller's right, title and interest in, to and under all of the Conveyed PropertyAssigned Receivables and Related Rights, whether now or hereafter owned, existing or arising. Such security interest shall secure all of Seller's obligations (monetary or otherwise) arising under, pursuant to or by virtue of this Agreement (including any loan deemed to have been made to Seller pursuant hereto), whether now or hereafter existing or createdarising, due or to secure (1) become due, direct or indirect, absolute or contingent. The Buyer shall have, with respect to the property described in this Section 1.3, and in addition to all the other rights and remedies available to the Buyer under this Agreement and applicable law, all the rights and remedies of Buyer hereundera secured party under the UCC, and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer. (b) Buyer and Seller shall, to this Agreement shall constitute a security agreement under applicable law. To the extent consistent with this Agreementpermitted by applicable law, take such actions 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 perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC any financing or statements, amendments, continuation statements, and amendments thereto and assignments thereofor the like, relative to all as Buyer may deem necessary or appropriate with any of the Conveyed Property of Sellerfiling jurisdiction, in each case whether now existing or hereafter generated signed by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this AgreementBuyer alone.

True Sales. (a) It is The Sellers and Buyer intend the express intention transfers of Buyer Purchased Assets and Seller that each transfer of Conveyed Property Contributed Assets hereunder constitutes a to be true sale sales or contributions to capital, respectively, by Seller the Sellers to Buyer that is are absolute and irrevocable and that provides provide Buyer with the full benefits of ownership of the Conveyed PropertyReceivables, and none of the Sellers nor Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from Buyer to any Seller. It is further, not the intention of Buyer or any Seller that the conveyance of the Specified Assets by such Seller be deemed a pledge grant of a security interest in the Specified Assets by such Conveyed Property by Seller to Buyer to secure a debt or other obligation of such Seller. Consequently, the sale of each Conveyed Property shall be reflected as a sale on Seller's business records and financial statements. However, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to BuyerSpecified Assets are property of any Seller’s estate, then (i) this Agreement also shall be deemed to be and hereby is 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, and such Seller hereby grants to Buyer, a security interest in and to all of such Seller's ’s right, title and interest in, to and under the Conveyed PropertySpecified 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 related Purchase Price of the Purchased Assets sold by it, or the Unpaid Balance of any Contributed Receivables and the related Contributed Assets, as the case may be and (23) without limiting the foregoing, the payment and performance of such Seller's ’s obligations to Buyer. (bwhether monetary or otherwise) hereunder. Each Seller and Buyer and Seller 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 Conveyed PropertySpecified 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 or under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreement.

True Sales. (a) It is The Sellers and the express intention Purchaser intend the transfers of Buyer Transferred Receivables, Related Security, and Seller Collections hereunder to be absolute conveyances by the Sellers to the Purchaser that each transfer of Conveyed Property hereunder constitutes a true sale by Seller to Buyer that is are absolute and irrevocable and that provides Buyer provide the Purchaser with the full benefits of ownership of the Conveyed PropertyTransferred Receivables, Related Security, and not a pledge Collections and (other than for U.S. tax purposes as described below) none of such Conveyed Property by Seller the Sellers nor the Purchaser intend the transactions contemplated hereunder to Buyer be, or for any purpose to secure a debt or other obligation of be characterized as, loans from the Purchaser to any Seller. ConsequentlyWithout limiting or otherwise affecting the preceding sentence, for U.S. tax purposes, the sale of each Conveyed Property shall transactions contemplated by this Agreement and the Sale Agreement will be reflected treated as a sale on Seller's business records financing by Bombardier Motor. The parties agree that the foregoing sales as between Bombardier Motor and financial statements. However, the Purchaser of Transferred Receivables constitute sales of “accounts” as described in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be UCC and hereby is a security agreement within the meaning of the UCC, and (ii) the conveyance by Seller provided for in that this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, create a security interest in favor of the Purchaser as the purchaser of the Transferred Receivables, Related Security, and Collections of Bombardier Motor. Notwithstanding such intent, if the arrangements with respect to the Transferred Receivables, Related Security, and Collections hereunder as between Bombardier Motor and the Purchaser are deemed for any purpose to constitute a loan and not a purchase and sale of such Transferred Receivables, Related Security and Collections, it is the intention of the parties hereto that this Agreement shall constitute as between Bombardier Motor and the Purchaser a security agreement under applicable law, and Bombardier Motor hereby grants to the Purchaser a first priority perfected security interest in all of Seller's Bombardier Motor’s right, title and interest interest, whether now owned or hereafter acquired by it, in, to and under the Conveyed PropertyTransferred Receivables, whether now Related Security, and Collections and all other proceeds thereof (other than proceeds paid or hereafter existing payable to, received or createdreceivable by such Seller in consideration of the sale or transfer of such Transferred Receivables, Related Security and Collections to the Purchaser), to secure (1) the rights of Buyer its obligations hereunder, and (2) including, without limiting the foregoinglimitation, the payment and performance of Seller's obligations its obligation to Buyer. (b) Buyer and Seller shall, remit to the extent consistent with this AgreementPurchaser, take such actions 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 perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statementssuccessors and assigns, all Collections and amendments thereto and assignments thereof, relative to all or any other proceeds of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs Transferred Receivables and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this AgreementRelated Security.

True Sales. (a) It is Each Originator and the express intention Initial Purchaser intend the transactions hereunder to constitute true sales (or to the extent the Subscription Agreement applies, true conveyances in the form of Buyer capital contributions) of Receivables, Related Assets and Seller that each transfer of Conveyed Property hereunder constitutes a true sale the Lock-Box Accounts (and the other items described in Section 1.2) by Seller such Originator to Buyer that is absolute and irrevocable and that provides Buyer the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership of the Conveyed Propertythereof, and not no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a pledge loan from the Initial Purchaser to the Originators. (b) In the event (but only to the extent) that the conveyance of such Conveyed Property Receivables and Related Assets hereunder is characterized by Seller to Buyer to secure a debt court or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected Governmental Authority as a sale on Seller's business records and financial statements. Howeverloan rather than a sale, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also each Originator shall be deemed hereunder to be and hereby is a security agreement within have granted to the meaning of the UCCInitial Purchaser, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller such Originator hereby grants to Buyerthe Initial Purchaser, a security interest in and to all of Sellersuch Originator's right, title and interest in, to and under all of the Conveyed Propertyfollowing, whether now or hereafter owned, existing or arising: (A) all Receivables of such Originator, (B) all Related Security with respect to each such Receivable, (C) all Collections with respect to each such Receivable, (D) the Lock-Box Accounts, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between such Originator and the Lock-Box Banks, and (E) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or createdarising, due or to secure become due, direct or indirect, absolute or contingent. In the event (1but only to the extent) that the rights conveyance of Buyer hereunderReceivables and Related Assets hereunder is characterized by a court or other Governmental Authority as a loan rather than a sale, the Initial Purchaser shall have, with respect to the property described in this Section 1.10(b), and (2) without limiting in addition to all the foregoing, the payment other rights and performance of Seller's obligations to Buyer. (b) Buyer and Seller shall, remedies available to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if Initial Purchaser under this Agreement were deemed to create and applicable law, any additional rights and remedies of a secured party specified under any applicable UCC, and this Agreement shall constitute a security interest in the Conveyed Property, such security interest would be deemed to be a perfected security interest of first priority in favor of Buyer agreement under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreementlaw.

True Sales. (a) It is Each Originator and the express intention Initial Purchaser intend the transactions hereunder to constitute true sales (or where the Subscription Agreement applies, true conveyances in the form of Buyer capital contributions) of Receivables, Related Assets and Seller that each transfer of Conveyed Property hereunder constitutes a true sale the Lock-Box Accounts (and the other items described in SECTION 1.2(c)) by Seller such Originator to Buyer that is absolute and irrevocable and that provides Buyer the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership of the Conveyed Propertythereof, and not no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a pledge loan from the Initial Purchaser to the Originators. (b) In the event (but only to the extent) that the conveyance of such Conveyed Property Receivables and Related Assets hereunder is characterized by Seller to Buyer to secure a debt court or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected Governmental Authority as a sale on Seller's business records and financial statements. Howeverloan rather than a sale, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also each Originator shall be deemed hereunder to be and hereby is a security agreement within have granted to the meaning of the UCCInitial Purchaser, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller such Originator hereby grants to Buyerthe Initial Purchaser, a security interest in and to all of Sellersuch Originator's right, title and interest in, to and under all of the Conveyed Propertyfollowing, whether now or hereafter owned, existing or arising: (A) all Receivables of such Originator, (B) all Related Security with respect to each such Receivable, (C) all Collections with respect to each such Receivable, (D) the Lock-Box Accounts, all amounts on deposit therein, all certificates and instruments, if any, from time to time evidencing such Lock-Box Accounts and amounts on deposit therein, and all related agreements between such Originator and the Lock-Box Banks, and (E) all proceeds of, and all amounts received or receivable under any or all of, the foregoing. Such security interest shall secure all of such Originator's obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or createdarising, due or to secure become due, direct or indirect, absolute or contingent. In the event (1but only to the extent) that the rights conveyance of Buyer hereunderReceivables and Related Assets hereunder is characterized by a court or other Governmental Authority as a loan rather than a sale, the Initial Purchaser shall have, with respect to the property described in this SECTION 1.9(b), and (2) without limiting in addition to all the foregoing, the payment other rights and performance of Seller's obligations to Buyer. (b) Buyer and Seller shall, remedies available to the extent consistent with this Agreement, take such actions as may be necessary to ensure that, if Initial Purchaser under this Agreement were deemed to create and applicable law, any additional rights and remedies of a secured party specified under any applicable UCC, and this Agreement shall constitute a security interest in the Conveyed Property, such security interest would be deemed to be a perfected security interest of first priority in favor of Buyer agreement under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this Agreementlaw.

True Sales. (a) It is Each of AG and the express intention of Buyer and Seller that each transfer of Conveyed Property intends the transaction hereunder constitutes a true sale by Seller to Buyer that is an absolute and irrevocable purchase and that provides sale of Receivables and the Related Rights by AG to the Buyer providing the Buyer with the full benefits of ownership of the Conveyed PropertyAssigned Receivables, and not neither party hereto intends the transaction contemplated hereunder to be, or for any purpose to be characterized as, a pledge of such Conveyed Property by Seller to loan or similar advance from the Buyer to secure AG giving rise to indebtedness secured by such Assigned Receivables and Related Rights. (b) In the event (but only to the extent) that the transfer, assignment and conveyance of Assigned Receivables and Related Rights hereunder is characterized by a debt court or other obligation of Seller. Consequently, the sale of each Conveyed Property shall be reflected Governmental Authority as a sale on Seller's business records and financial statements. Howeverloan rather than a sale, in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also AG shall be deemed hereunder to be and hereby is a security agreement within have granted to the meaning of the UCCBuyer, and (ii) the conveyance by Seller provided for in this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller AG hereby grants to the Buyer, a security interest in and to all of SellerAG's right, title and interest in, to and under all of the Conveyed PropertyAssigned Receivables and Related Rights, whether now or hereafter owned, existing or arising. Such security interest shall secure all of AG's obligations (monetary or otherwise) arising under, pursuant to or by virtue of this Agreement (including any loan deemed to have been made to AG pursuant hereto), whether now or hereafter existing or createdarising, due or to secure (1) become due, direct or indirect, absolute or contingent. The Buyer shall have, with respect to the property described in this Section 1.3, and in addition to all the other rights and remedies available to the Buyer under this Agreement and applicable law, all the rights and remedies of Buyer hereundera secured party under the UCC, and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer. (b) Buyer and Seller shall, to this Agreement shall constitute a security agreement under applicable law. To the extent consistent with this Agreementpermitted by applicable law, take such actions 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 perfected security interest of first priority in favor of Buyer under applicable law and will be maintained as such throughout the term of this Agreement. Seller AG hereby authorizes Buyer or its designee to file one or more UCC any financing or statements, amendments, continuation statements, and amendments thereto and assignments thereofor the like, relative to all as Buyer may deem necessary or appropriate with any of the Conveyed Property of Sellerfiling jurisdiction, in each case whether now existing or hereafter generated signed by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, in connection with the perfection as against third parties of Buyer's right, title and interest in and to the Conveyed Property and the enforcement of any obligations of Seller under this AgreementBuyer alone.

True Sales. (a) It is The parties intend the express intention transfers of Buyer and Seller that each transfer of Conveyed Property Receivable Interests hereunder constitutes a true sale to be absolute conveyances by the Seller to Buyer the Investors that is are absolute and irrevocable and that provides Buyer provide the Investors with the full benefits of ownership of the Conveyed PropertyReceivable Interests, and not a pledge the other property of such Conveyed Property by Seller referred to Buyer in clauses (A), (B), (C) and (D) below and (other than for tax purposes) none of the parties intend the transactions contemplated hereunder to secure a debt be, or other obligation of for any purpose to be characterized as, loans from the Investors to the Seller. ConsequentlyWithout limiting or otherwise affecting the preceding sentence, for tax purposes, the sale of each Conveyed Property shall transactions contemplated by this Agreement and the Originator Purchase Agreement will be reflected treated as a sale on Seller's business records and financial statementsfinancing by Bombardier Motor. However, The parties agree that the foregoing sales of Receivable Interests constitute sales of “accounts” as described in the event that, notwithstanding the intent of the parties, any Conveyed Property is deemed not to have been transferred to Buyer, then (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of the UCC, and (ii) the conveyance by Seller provided for in that this Agreement shall be deemed to be a grant by Seller to Buyer of, and Seller hereby grants to Buyer, a security interest in and to all of Seller's right, title and interest in, to and under the Conveyed Property, whether now or hereafter existing or created, to secure (1) the rights of Buyer hereunder, and (2) without limiting the foregoing, the payment and performance of Seller's obligations to Buyer. (b) Buyer and Seller 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 favor of the Conveyed PropertyInvestors as the purchasers of the Receivable Interests. Notwithstanding such intent, if the arrangements with respect to the Receivable Interests hereunder are deemed for any purpose to constitute a loan and not a purchase and sale of such Receivable Interests, it is the intention of the parties hereto that this Agreement shall constitute a security interest would be deemed agreement under applicable law, and accordingly, as collateral security for the performance by the Seller of all the terms, covenants and agreements on the part of the Seller (whether as Seller or otherwise) to be a perfected security interest of first priority in favor of Buyer performed under applicable law and will be maintained as such throughout the term of this Agreement. Seller hereby authorizes Buyer or its designee to file one or more UCC financing or continuation statements, and amendments thereto and assignments thereof, relative to all Agreement or any of the Conveyed Property of Seller, in each case whether now existing or hereafter generated by Seller. Unless otherwise agreed to by the parties, Seller agrees to pay all reasonable out-of-pocket costs and expenses of Buyer, excluding fees and expenses of counsel, document delivered in connection with this Agreement in accordance with the perfection as against third parties terms thereof, including the punctual payment when due of Buyer's all obligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise (collectively, the “Secured Obligations”), the Seller hereby assigns to the Operating Agent for its benefit and the ratable benefit of the Investors, and hereby grants to the Operating Agent for its benefit and the ratable benefit of the Investors, a security interest in, all of the Seller’s right, title and interest in and to (A) the Conveyed Property Originator Purchase Agreement and the enforcement Undertakings, including, without limitation, (i) all rights of the Seller to receive moneys due or to become due under or pursuant to the Originator Purchase Agreement or the Undertakings, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Originator Purchase Agreement or the Undertakings, (iii) all rights of the Seller to receive proceeds of any obligations insurance, indemnity, warranty or guaranty with respect to the Originator Purchase Agreement or the Undertakings, (iv) claims of the Seller for damages arising out of or for breach of or default under this Agreementthe Originator Purchase Agreement or the Undertakings, and (v) the right of the Seller to compel performance and otherwise exercise all remedies thereunder, (B) all Receivables, whether now owned and existing or hereafter acquired or arising, the Related Security with respect thereto and the Collections, including, without limitation, all accounts and chattel paper (as those terms are defined in the UCC), including undivided interests in any of the foregoing, (C) the Deposit Accounts and (D) to the extent not included in the foregoing, all other proceeds of any and all of the foregoing.