THE
EFFECTIVE DATE VERTEX HEREBY SELLS, ASSIGNS, TRANSFERS AND CONVEYS TO THE
PURCHASER AND THE PURCHASER HEREBY PURCHASES, ACQUIRES AND ACCEPTS FROM VERTEX
ALL OF VERTEX'S RIGHT, TITLE AND INTEREST IN AND TO THE PURCHASED INTEREST FREE
AND CLEAR OF ANY AND ALL LIENS.
(B)
VERTEX AND THE PURCHASER INTEND AND AGREE THAT THE SALE,
ASSIGNMENT, TRANSFER AND CONVEYANCE OF THE PURCHASED INTEREST UNDER THIS
AGREEMENT SHALL BE, AND IS, A TRUE, ABSOLUTE AND IRREVOCABLE SALE AND ASSIGNMENT
BY VERTEX TO THE PURCHASER OF THE PURCHASED INTEREST AND THAT SUCH ASSIGNMENT
AND SALE SHALL PROVIDE THE PURCHASER WITH THE FULL BENEFITS OF OWNERSHIP OF THE
PURCHASED INTEREST.
NEITHER VERTEX NOR THE PURCHASER INTENDS THE TRANSACTIONS
CONTEMPLATED HEREUNDER TO BE, OR FOR ANY PURPOSE CHARACTERIZED AS, A FINANCING
TRANSACTION, BORROWING OR A LOAN FROM THE PURCHASER TO VERTEX.
VERTEX WAIVES
ANY RIGHT TO CONTEST OR OTHERWISE ASSERT THAT THIS AGREEMENT IS OTHER THAN A
TRUE, ABSOLUTE AND IRREVOCABLE SALE AND ASSIGNMENT BY VERTEX TO THE PURCHASER OF
THE PURCHASED INTEREST UNDER APPLICABLE LAW, WHICH WAIVER SHALL BE ENFORCEABLE
AGAINST VERTEX IN ANY BANKRUPTCY, INSOLVENCY OR SIMILAR PROCEEDING RELATING TO
VERTEX.
IN VIEW OF THE INTENTION OF THE PARTIES HERETO THAT THE SALE OF THE
PURCHASED INTEREST HEREUNDER SHALL CONSTITUTE A TRUE SALE THEREOF RATHER THAN A
LOAN SECURED THEREBY, VERTEX ACKNOWLEDGES AND AGREES THAT IT HAS MARKED ITS
BOOKS AND RECORDS RELATING TO THE PURCHASED INTEREST TO INDICATE THE SALE
THEREOF TO THE PURCHASER AND WILL NOTE IN ITS FINANCIAL STATEMENTS THAT THE
PURCHASED INTEREST HAS BEEN SOLD TO THE PURCHASER.
(C)
VERTEX HEREBY CONSENTS TO THE PURCHASER RECORDING AND FILING, AT
THE PURCHASER'S SOLE COST AND EXPENSE, ANY FINANCING STATEMENTS (AND
CONTINUATION STATEMENTS WITH RESPECT TO SUCH FINANCING STATEMENTS WHEN
APPLICABLE) OR OTHER INSTRUMENTS AND NOTICES, IN SUCH MANNER AND IN SUCH
JURISDICTIONS AS IN THE PURCHASER'S REASONABLE DETERMINATION ARE NECESSARY OR
APPROPRIATE TO EVIDENCE THE PURCHASE, ACQUISITION AND ACCEPTANCE BY THE
PURCHASER OF THE PURCHASED INTEREST AND TO PERFECT AND MAINTAIN THE PERFECTION
OF (I) THE PURCHASER'S OWNERSHIP INTEREST IN THE PURCHASED INTEREST AND (II) THE
BACK-UP SECURITY INTEREST IN THE PURCHASED INTEREST GRANTED BY VERTEX TO THE
PURCHASER PURSUANT TO SECTION 2.01(D).
ALL SUCH FINANCING STATEMENTS AND
CONTINUATION STATEMENTS SHALL BE IN SUBSTANTIALLY THE FORM SET FORTH IN
EXHIBIT B WITH SUCH CHANGES AS THE PURCHASER MAY REASONABLY REQUEST IN
FURTHERANCE OF THE FOREGOING (THE "FINANCING STATEMENT").
(D)
NOTWITHSTANDING THAT VERTEX AND THE PURCHASER EXPRESSLY INTEND FOR
THE SALE, TRANSFER, ASSIGNMENT AND CONVEYANCE OF THE PURCHASED INTEREST TO BE A
TRUE AND ABSOLUTE SALE AND ASSIGNMENT, IN THE EVENT THAT SUCH SALE AND
ASSIGNMENT SHALL BE CHARACTERIZED AS A SECURED LOAN AND NOT A SALE OR SUCH SALE
SHALL FOR ANY REASON BE INEFFECTIVE OR UNENFORCEABLE (ANY OF THE FOREGOING BEING
A "RECHARACTERIZATION"), THEN THIS AGREEMENT SHALL BE DEEMED TO CONSTITUTE A
SECURITY AGREEMENT UNDER THE UCC AND OTHER APPLICABLE LAW.
FOR THIS PURPOSE AND
WITHOUT BEING IN DEROGATION OF THE PARTIES' INTENTION THAT THE SALE OF THE