Common use of Characterization of the Transactions Contemplated by the Agreement Clause in Contracts

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Transferees (acting through the Administrative Agent), and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency proceeding. However, without limiting the intent of the parties hereto and notwithstanding the foregoing, the Transferor hereby grants to the Administrative Agent, on behalf of the Transferees, a security interest in all of the Transferor’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Receivables, together with Related Security, Collections, the Collection Account, the Lock-Box Accounts, and Proceeds with respect thereto, together with all of the Transferor’s rights under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Originator with respect to the Receivables, to secure all of the Transferor’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. Furthermore, the Transferor represents and warrants that each remittance of Collections to the Administrative Agent or the Transferees hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof and (ii) made in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof. The Transferor hereby assigns to the Administrative Agent, on behalf of the Transferees, all of its rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Originator with respect to the Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Receivables Purchase Agreement without the prior written consent of the Administrative Agent (acting at the direction of the Required APA Banks).

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Transferees (acting through the Administrative Agent), and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency proceeding. However, without limiting the intent of the parties hereto and notwithstanding the foregoing, the Transferor hereby grants to the Administrative Agent, on behalf of the Transferees, a security interest in all of the Transferor’s right, title and interest in, to and under, whether now owned or hereafter acquired, the Receivables, together with Related Security, Collections, the Collection Account, the Lock-Box Accounts, and Proceeds with respect thereto, together with all of the Transferor’s rights under the Amended and Restated Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Originator with respect to the Receivables, to secure all of the Transferor’s obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. Furthermore, the Transferor represents and warrants that each remittance of Collections to the Administrative Agent or the Transferees hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof and (ii) made in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof. The Transferor hereby assigns to the Administrative Agent, on behalf of the Transferees, all of its rights and remedies under the Amended and Restated Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Originator with respect to the Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Amended and Restated Receivables Purchase Agreement without the prior written consent of the Administrative Agent (acting at the direction of the Required APA Banks).

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Transferees (acting through the Administrative Agent), and that the Transferred Interest not be part of the Transferor’s 's estate in the event of an insolvency proceeding. However, without limiting the intent of the parties hereto and notwithstanding the foregoing, the Transferor hereby grants to the Administrative Agent, on behalf of the Transferees, a security interest in all of the Transferor’s 's right, title and interest in, to and under, whether now owned or hereafter acquired, the Receivables, together with Related Security, Collections, the Collection Account, the Lock-Box Accounts, and Proceeds with respect thereto, together with all of the Transferor’s 's rights under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Originator Originators with respect to the Receivables, to secure all of the Transferor’s 's obligations hereunder, and this Agreement shall constitute a security agreement under applicable law. Furthermore, the Transferor represents and warrants that each remittance of Collections to the Administrative Agent or the Transferees hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof and (ii) made in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof. The Transferor hereby assigns to the Administrative Agent, on behalf of the Transferees, all of its rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the any Originator with respect to the Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Receivables Purchase Agreement without the prior written consent of the Administrative Agent (acting at the direction of the Required APA Banks).

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that the transactions contemplated hereby constitute the sale of the Transferred Interest, conveying good title thereto free and clear of any Adverse Claims to the Transferees (acting through Agent, on behalf of the Administrative Agent)Investors, and that the Transferred Interest not be part of ​ 139 ​ the Transferor’s estate in the event of an insolvency proceedinginsolvency. HoweverIf, without limiting notwithstanding the intent intention of the parties hereto expressed in this Section 10.11, any sale or contribution by the Transferor to the Agent, on behalf of the Investors, of the Transferred Interest hereunder shall be characterized as a secured loan and notwithstanding not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoingforegoing being a “Recharacterization”), then this Agreement shall constitute a security agreement under applicable law. In order to further protect the interests of the Agent and the Investors, the Transferor hereby grants to the Administrative Agent, on behalf of the TransfereesInvestors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under, whether now owned or hereafter acquired, under the Receivables, together with Related Security, Collections, the Collection Account, the Lock-Box Accounts, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of the Originator any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, to secure on behalf of the Investors, all of its rights and remedies under the Transferor’s Receivables Purchase Agreement and the Transferring Affiliate Letter (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations hereunder, and this Agreement shall constitute a security agreement under applicable lawthereunder of any Originating Entity with respect to the Receivables. FurthermoreIn the case of any Recharacterization, the Transferor and the Agent, on behalf of the Investors, represents and warrants that each remittance of Collections by the Transferor to the Administrative Agent or the Transferees hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of the business or financial affairs of the Transferor and the recipient thereof Agent and (ii) made in the ordinary course of the business or financial affairs of the Transferor and the recipient thereofAgent. The Transferor hereby assigns to the Administrative Agent, on behalf of the Transferees, all of its rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Originator with respect to the Receivables. The Transferor agrees that it shall not give any consent or waiver required or permitted to be given under the Receivables Purchase Agreement without the prior written consent of the Administrative Agent (acting at the direction of the Required APA Banks).​