Common use of Characterization as a Purchase and Sale; Recharacterization Clause in Contracts

Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall not constitute a purchase and sale and shall instead constitute a pledge and financing, and such purchase and sale of the Asset Interest to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a financing for all purposes including, U.S. federal, state and local income and franchise tax and accounting purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. Accordingly, the Seller hereby grants to Administrative Agent (on behalf of the Affected Parties) a security interest to secure Seller’s Obligations hereunder in the Asset Interest as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.

Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall not constitute a purchase and sale and shall instead constitute a pledge and financing, and such purchase and sale of the Asset Interest to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a financing for all purposes including, U.S. federal, state and local income and franchise tax and accounting purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. Accordingly, the Seller hereby grants to Administrative Agent (on behalf of the Affected Parties) a security interest to secure SellerXxxxxx’s Obligations hereunder in the Asset Interest as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.

Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall not constitute a purchase and sale and shall instead constitute a pledge and financing, and such purchase and sale of the Asset Interest to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a 749037980 financing for all purposes including, U.S. federal, state and local income and franchise tax and accounting purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. Accordingly, the Seller hereby grants to Administrative Agent (on behalf of the Affected Parties) a security interest to secure SellerXxxxxx’s Obligations hereunder in the Asset Interest as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.

Characterization as a Purchase and Sale; Recharacterization. It is the intention of the parties to this Agreement that the conveyance of Seller’s right, title and interest in, to and under the Asset Interest to Administrative Agent (on behalf of Purchasers) pursuant to this Agreement shall not constitute a purchase and sale and shall instead constitute a pledge and financing, and such purchase and sale of the Asset Interest to Administrative Agent (on behalf of Purchasers) hereunder shall be treated as a 753697831 financing for all purposes including, U.S. federal, state and local income and franchise tax and accounting purposes. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties. Accordingly, the Seller hereby grants to Administrative Agent (on behalf of the Affected Parties) a security interest to secure SellerXxxxxx’s Obligations hereunder in the Asset Interest as provided in Section 9.1. Each of the parties hereto hereby acknowledges and intends that no Purchase hereunder shall constitute, or be deemed to constitute, a Security under U.S. securities laws or within the meaning of the UCC. The provisions of this Agreement and all related Transaction Documents shall be construed to further these intentions of the parties hereto.