Common use of Confirmation of Intent Clause in Contracts

Confirmation of Intent. It is the express intent of the ---------------------- parties hereto that the sale and contribution to the Purchaser pursuant to Section 2.1 hereof of all of the Originator's right, title and interest, in, to ----------- and under all Purchased Assets and the Contributed Receivables shall be treated under applicable state law and Federal bankruptcy law as a sale or contribution, as the case may be, by the Originator to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale or contribution, as the case may be, and that all or any portion of the assets described in Section 2.1 continue to be property of the Originator, ----------- then the Originator hereby grants to the Purchaser a security interest in all of the Originator's right, title and interest in, to and under all such assets and this Agreement shall constitute a security agreement under applicable law. The Originator, the Purchaser and the Administrator shall, to the extent consistent with the Loan Agreement and this Agreement, 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, 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 Loan Agreement.

Confirmation of Intent. It is the express intent of the ---------------------- parties hereto that the sale and contribution to the Purchaser pursuant to Section 2.1 hereof of all of the Originator's right, title and interest, in, to ----------- and under all Purchased Assets and the Contributed Receivables shall be treated under applicable state law and Federal bankruptcy law as a sale or contribution, as the case may be, by the Originator to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale or contribution, as the case may be, and that all or any portion of the assets described in Section 2.1 continue to be property of the Originator, ----------- then the Originator hereby grants to the Purchaser a security interest in all of the Originator's right, title and interest in, to and under all such assets Purchased Assets and Contributed Receivables and this Agreement shall constitute a security agreement under applicable law. The Originator, the Purchaser and the Administrator shall, to the extent consistent with the Loan Agreement and this Agreement, 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, 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 Loan Agreement.

Confirmation of Intent. It is the express intent of the ---------------------- parties hereto that the sale and contribution to the Purchaser pursuant to Section 2.1 hereof of all of the each Originator's right, title and interest, in, to ----------- and under all Purchased Assets and the Contributed Receivables shall be treated under applicable state law and Federal bankruptcy law as a sale or contribution, as the case may be, by the such Originator to the Purchaser. However, if it is determined contrary to the express intent of the parties that the transfer is not a sale or contribution, as the case may be, and that all or any portion of the assets described in Section 2.1 continue to be property of the such Originator, ----------- then the such Originator hereby grants to the Purchaser a security interest in all of the such Originator's right, title and interest in, to and under all such assets and this Agreement shall constitute a security agreement under applicable law. The Each Originator, the Purchaser and the Administrator shall, to the extent consistent with the Loan Agreement and this Agreement, 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, 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 Loan Agreement.