Common use of Confirmation of Intent Clause in Contracts

Confirmation of Intent. It is the express intent of the parties hereto that the sale to the Receivables Trust pursuant to Section 2.1 hereof of all of the Seller’s right, title and interest, in, to and under (i) all rights (but not any obligations) to, in and under each Contract, including all Receivables related thereto and all Collections received thereon after the applicable Cut-Off Date, reflected on the Schedule of Receivables set forth on Exhibit A of each ▇▇▇▇ of Sale, (ii) all Related Security, (iii) the First Receivables Purchase Agreement, (iv) all other property described in the related ▇▇▇▇ of Sale, (v) all products and proceeds of the foregoing, including, without limitation, insurance proceeds, and (vi) all Recoveries relating thereto, in each case shall be treated under applicable state law and Federal bankruptcy law as a sale by the Seller to the Receivables Trust. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale and that all or any portion of the assets described in Section 2.1(a) continue to be property of the Seller, then the Seller hereby grants to the Receivables Trust a security interest in all of the Seller’s right, title and interest in, to and under all such assets, whether now owned or existing or hereafter arising or acquired, to secure the Seller’s obligations under this Agreement, and this Agreement shall constitute a security agreement under applicable law. The Seller, the Purchaser and the Receivables Trust shall, to the extent consistent with the Transaction Documents, take such action as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the assets described in Section 2.1(a), such interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the terms of this Agreement and the Indenture.