Alternative Characterization Sample Clauses
Alternative Characterization. The Issuer acknowledges that the American Jobs Creation Act of 2004 (the “Jobs Act”) repealed the provisions of the Code governing FASITs. In the event that the Internal Revenue Service issues guidance in the form of a Notice, Revenue Procedure, Revenue Ruling, or Private Letter Ruling providing for FASITs existing prior to October 22, 2004 to terminate and/or cease issuing regular interests, then it is the intent of the parties hereto that, for federal income tax purposes, (i) the Trust Estate be disregarded as an entity separate from RFS Holding L.L.C. and (ii) the Notes be treated as debt.
Alternative Characterization. The parties intend that the transactions consummated herein shall be sales, but as a precautionary measure in the event for any reason the transactions are not so treated or characterized, then Seller agrees that ADS will have, and there is hereby granted to and created in favor of ADS, a security interest under the UCC, and otherwise in accordance with applicable law, in and to the following:
7.4.1. All Accounts now or hereafter owned or generated by the Seller, which have been purchased by ADS including, without limitation, (i) all moneys due and to become due under any Account, (ii) any damages arising out of or for breach or default in respect of any Account, and (iii) all other amounts from time to time paid or payable under or in connection with any such Account.
7.4.2. To the extent not otherwise included, all books, records and ledger cards and all Proceeds or products of any of the foregoing; provided, --------- however, that any excess Proceeds remaining after the corresponding Obligations ------- have been paid to ADS shall no longer be Accounts.
7.4.3. In respect of the Accounts or any part thereof, ADS shall have such rights and remedies as are provided by the UCC and such other rights and remedies in respect thereof which ADS may have at law or in equity or under the Transaction Documents, including without limitation the right to resubmit the Accounts to the Credit Card Issuers pursuant to the Processor Agreements and receive the funds therefore. In addition to all of the rights and remedies given to ADS by this Service Agreement, ADS shall have all of the rights and remedies of a secured party under the UCC.