True Sales. Any and all interest of a Qualified Originator in, to and under any Mortgage funded in the name of or acquired by such Qualified Originator or seller which is an Affiliate of the Seller has been sold, transferred, conveyed and assigned to the Seller pursuant to a legal sale and such Qualified Originator retains no interest in such Loan, and if so requested by the Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to the Buyer.
True Sales. (a) Each of the Sellers and the Trustee intend the transfers of the Purchased Receivables under the Receivables Sale Agreements to be true sales by the Sellers to the Trust that are absolute and irrevocable and that provide the Trust with the full benefits of ownership of the Purchased Receivables, and except as otherwise specifically provided for in SECTION 2.6 of this Master Trust Agreement, neither the Sellers nor the Trustee intends the transactions contemplated by the Receivables Sale Agreements to be characterized as loans from the Trust to the Sellers.
(b) In the event that, notwithstanding the intent of the parties expressed under the Receivables Sale Agreements, the transfers of the Purchased Receivables are not true sales, then the Sellers intend that such transfers by them to be a grant of a security interest in such property within the meaning of the UCC. The Sellers therefore grant to the Trustee on behalf of the Trust and the Investor Certificateholders, a first priority security interest in and to all of the Sellers' right, title and interest in, to and under the Purchased Receivables, the other Trust Assets, all funds collected or 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.
(c) 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 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 the 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 (y) it will deliver promptly a file-stamped copy of such financing statements or continuation statements or other evidence of such filing to the Trustee. The foregoing conveyance an...
True Sales. For each Purchased Asset with respect to which the originator, issuer or prior owner is an Affiliate of Seller, any and all interest of such originator, issuer or prior owner has been sold, transferred, conveyed and assigned to Seller pursuant to a legal and true sale and such originator, issuer or prior owner retains no interest in such Purchased Asset, and if so requested by Buyer, such sale is covered by an opinion of counsel to that effect in form and substance acceptable to Buyer.
True Sales. (a) Each of the Initial Purchaser and each Originator intend the transactions hereunder to constitute true sales (or in the case of Contributed Receivables, conveyances in the form of capital contributions) of Pool Receivables and the Related Rights by such Originator to the Initial Purchaser providing the Initial Purchaser with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Initial Purchaser to Maxtor.
(b) In the event (but only to the extent) that the conveyance of Pool Receivables and Related Rights hereunder is characterized by a court or other governmental authority as a loan rather than a sale or contribution, each Originator shall be deemed hereunder to have granted to the Initial Purchaser, and each Originator hereby grants to the Initial Purchaser, effective as of the Initial Closing Date, a security interest in all of such Originator's right, title and interest in, to and under all of the Pool Receivables and Related Rights originated by it, whether now or hereafter owned, existing or arising. 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 arising, due or to become due, direct or indirect, absolute or contingent. The Initial Purchaser shall have, with respect to the property described in this Section 1.4(b), and in addition to all the other rights and remedies available to the Initial Purchaser under this Agreement and applicable law, all the rights and remedies of a secured party under the UCC, and this Agreement shall constitute a security agreement under Applicable Law.
True Sales. Any and all interest of the applicable Approved Originator in, to and under any Purchased Loan has been sold, transferred, conveyed and assigned directly to such Seller pursuant to a legal sale and the applicable Approved Originator retains no interest in such Purchased Loan.
True Sales. Funding Trust II and Funding Trust I intend that the transactions contemplated hereby be true sales of the Receivables and other Receivables Assets by Funding Trust II to Funding Trust I providing Funding Trust I with the full benefits of ownership of the Receivables and other Receivables Assets free and clear of any liens, and neither Funding Trust II nor Funding Trust I intends the transactions contemplated hereby to be, or for any purpose to be characterized as, a loan from Funding Trust I to Funding Trust
True Sales. The Seller and ARSC intend the transfers of ARSC Purchased Assets hereunder to be true sales by the Seller to ARSC that are absolute and irrevocable and to provide ARSC with the full benefits of ownership of the ARSC Purchased Assets, and neither the Seller nor ARSC intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from ARSC to the Seller, secured by the ARSC Purchased Assets.
True Sales. The Originator and the Buyer intend the transfers of Cartus Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the Cartus Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the Cartus Purchased Assets.
True Sales. The Originator and the Buyer intend the transfers of CMSC Purchased Assets hereunder to be true sales by the Originator to the Buyer that are absolute and irrevocable and to provide the Buyer with the full benefits of ownership of the CMSC Purchased Assets, and neither the Originator nor the Buyer intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, loans from the Buyer to the Originator, secured by the CMSC Purchased Assets.
True Sales. (a) Each of COMPUCOM and the Buyer intend the transactions hereunder to constitute true sales (or in the case of Contributed Receivables, absolute conveyances in the form of capital contributions) of Receivables and the Related Rights by COMPUCOM to the Buyer providing the Buyer with the full benefits of ownership thereof, and no party hereto intends the transactions contemplated hereunder to be, or for any purpose to be characterized as, a loan from the Buyer to COMPUCOM.
(b) In the event (but only to the extent) that the conveyance of Receivables and Related Rights hereunder is characterized by a court or other governmental authority as a loan rather than a sale or contribution, COMPUCOM shall be deemed hereunder to have granted to the Buyer, and COMPUCOM hereby grants to the Buyer, a security interest in all of COMPUCOM's right, title and interest in, to and under all of the Receivables and Related Rights, whether now or hereafter owned, existing or arising. Such security interest shall secure all of COMPUCOM'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 arising, due or to become due, direct or indirect, absolute or contingent. The Buyer shall have, with respect to the property described in this Section 1.4(b), 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 a secured party under the UCC, and this Agreement shall constitute a security agreement under applicable law.
