Common use of Characterization; Granting Clause Clause in Contracts

Characterization; Granting Clause. (a) If, notwithstanding the intention of the parties expressed in Section 2.01(c), any sale or contribution by any Originator to the Purchaser of Receivables, Related Security, Collections and Proceeds hereunder shall be characterized as a secured loan and not a sale or contribution, as the case may be, 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 each sale and contribution of Receivables, Related Security, Collections and Proceeds hereunder shall constitute a true sale or contribution, respectively, thereof, each Originator hereby grants to the Purchaser a duly perfected security interest in all of such Originator’s right, title and interest in, whether now existing or hereafter arising, in and to (i) (A) the Receivables originated by such Originator, (B) all Related Security with respect thereto, and (C) all Collections, (ii) with respect to all Reassigned Receivables of such Originator, all Collections subsequently received with respect thereto, and (iii) all Proceeds of any of the foregoing, which security interest shall be prior to all other Liens thereon. The Purchaser and its assigns shall have as against each Originator, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable Law, which rights and remedies shall be cumulative. Each Originator hereby authorizes Purchaser (or any of its assigns), as secured party, within the meaning of Section 9-509 of any applicable enactment of the UCC, to file, without further authorization by such Originator, as debtor, the UCC financing statements contemplated hereby. In the event that a court of competent jurisdiction holds that the transactions hereunder are not true sales or contributions, each of the Purchaser and each Originator represents and warrants, as to itself, that, each remittance of Collections by such Originator to the Purchaser hereunder will have been made (i) in payment of a debt incurred by such Originator in the ordinary course of such Originator’s and the Purchaser’s business or financial affairs and (ii) made in the ordinary course of such Originator’s and the Purchaser’s business or financial affairs.

Characterization; Granting Clause. (a) If, notwithstanding the intention of the parties expressed in Section 2.01(c1.2(c), any sale or contribution by any Originator of the Sellers to the Purchaser Buyer of Receivables, Related Security, Collections and Proceeds Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, as the case may besale, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable Lawlaw. For this purpose and without being in derogation of the parties’ ' intention that each sale and contribution of Receivables, Related Security, Collections and Proceeds Receivables hereunder shall constitute a true sale or contribution, respectively, thereof, each Originator of the Sellers hereby grants to the Purchaser Buyer a duly perfected security interest in all of such Originator’s Seller's right, title and interest in, whether to and under all of such Seller's Receivables now existing or and hereafter arising, and in and to (i) (A) the Receivables originated by such Originator, (B) all Related Security Assets with respect thereto, and (C) all Collections, (ii) with respect to all Reassigned Receivables of such Originator, all Collections subsequently received with respect thereto, and (iii) all Proceeds of any of the foregoing, which security interest shall be prior to all other Liens thereonthereto. The Purchaser After the occurrence of a Seller's Sale Termination Event, the Buyer and its assigns shall have as against each Originatorthe applicable Seller, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable Lawlaw, which rights and remedies shall be cumulative. . (b) Each Originator Seller hereby authorizes Purchaser (or any covenants and agrees to do all things necessary under each of its assigns), as secured party, within the meaning of Section 9-509 of any applicable enactment Contracts to facilitate collection of the UCCReceivables arising thereunder by the Buyer and its assigns, and to file, without further authorization by such Originator, as debtor, the UCC financing statements contemplated hereby. In the event that a court of competent jurisdiction holds that the transactions hereunder are not true sales or contributionssecure its obligations under this Section 1.7(b), each of the Purchaser Sellers hereby grants to the Buyer (and each Originator represents and warrantsto the Administrative Agent, as to itselfthe Buyer's assignee), thata security interest in such Seller's right, title and interest in and to, but not such Seller's obligations under, each remittance of Collections such Seller's now existing and hereafter arising Contracts associated with any Receivable sold or contributed by such Originator Seller hereunder at any time and in all proceeds of the foregoing (provided, however, that to the Purchaser hereunder will have been made (i) in payment of extent that any Contract includes a debt incurred by prohibition on assignment, such Originator security interest shall be limited to a security interest in the ordinary course applicable Seller's right to receives payment thereunder to the extent contemplated by Section 9-406 of such Originator’s and the Purchaser’s business or financial affairs and (ii) made in UCC of the ordinary course of such Originator’s and the Purchaser’s business or financial affairsapplicable jurisdiction).

Characterization; Granting Clause. (a) If, notwithstanding the intention of the parties expressed in Section 2.01(c), any sale or contribution by any Originator the Seller to the Purchaser of Receivables, Related Security, Collections and Proceeds hereunder shall be characterized as a secured loan and not a sale or contribution, as the case may be, 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 each sale and contribution of Receivables, Related Security, Collections and Proceeds hereunder shall constitute a true sale or contribution, respectively, thereof, each Originator the Seller hereby grants to the Purchaser a duly perfected security interest in all of such Originatorthe Seller’s right, title and interest in, whether now existing or hereafter arising, in and to (i) (A) the Receivables originated by such OriginatorReceivables, (B) all Related Security with respect thereto, and (C) all Collections, Collections and (ii) with respect to all Reassigned Receivables of such Originator, all Collections subsequently received with respect thereto, and (iii) all Proceeds of any of the foregoing, which security interest shall be prior to all other Liens thereon. The Purchaser and its assigns shall have as against each Originatorthe Seller, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable Law, which rights and remedies shall be cumulative. Each Originator The Seller hereby authorizes Purchaser (or any of its assigns), as secured party, within the meaning of Section 9-509 of any applicable enactment of the UCC, to file, without further authorization by such OriginatorSeller, as debtor, the UCC financing statements contemplated hereby. In the event that a court of competent jurisdiction holds that the transactions hereunder are not true sales or contributions, each of the Seller and the Purchaser and each Originator represents and warrants, warrants as to itself, itself that, each remittance of Collections by such Originator the Seller to the Purchaser hereunder will have been made (i) in payment of a debt incurred by such Originator the Seller in the ordinary course of such Originatorthe Seller’s and the Purchaser’s business or financial affairs and (ii) made in the ordinary course of such Originatorthe Seller’s and the Purchaser’s business or financial affairs.

Characterization; Granting Clause. (a) If, notwithstanding the intention of the parties expressed in Section 2.01(cSECTION 1.2(c), any sale or contribution by any Originator of the Sellers to the Purchaser Buyer of Receivables, Related Security, Collections and Proceeds Receivables hereunder shall be characterized as a secured loan and not a sale or contribution, as the case may besale, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable Lawlaw. For this purpose and without being in derogation of the parties’ ' intention that each sale and contribution of Receivables, Related Security, Collections and Proceeds Receivables hereunder shall constitute a true sale or contribution, respectively, thereof, each Originator of the Sellers hereby grants to the Purchaser Buyer a duly perfected security interest in all of such Originator’s Seller's right, title and interest in, whether to and under all of such Seller's Receivables now existing or and hereafter arising, and in and to (i) (A) the Receivables originated by such Originator, (B) all Related Security Assets with respect thereto, and (C) all Collections, (ii) with respect to all Reassigned Receivables of such Originator, all Collections subsequently received with respect thereto, and (iii) all Proceeds of any of the foregoing, which security interest shall be prior to all other Liens thereonthereto. The Purchaser After the occurrence of a Seller's Sale Termination Event, the Buyer and its assigns shall have as against each Originatorthe applicable Seller, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable Lawlaw, which rights and remedies shall be cumulative. . (b) Each Originator Seller hereby authorizes Purchaser (or any covenants and agrees to do all things necessary under each of its assigns), as secured party, within the meaning of Section 9-509 of any applicable enactment Contracts to facilitate collection of the UCCReceivables arising thereunder by the Buyer and its assigns, and to file, without further authorization by such Originator, as debtor, the UCC financing statements contemplated hereby. In the event that a court of competent jurisdiction holds that the transactions hereunder are not true sales or contributionssecure its obligations under this Section 1.7(b), each of the Purchaser Sellers hereby grants to the Buyer (and each Originator represents and warrantsto the Administrative Agent, as to itselfthe Buyer's assignee), thata security interest in such Seller's right, title and interest in and to, but not such Seller's obligations under, each remittance of Collections such Seller's now existing and hereafter arising Contracts associated with any Receivable sold or contributed by such Originator Seller hereunder at any time and in all proceeds of the foregoing (PROVIDED, HOWEVER, that to the Purchaser hereunder will have been made (i) in payment of extent that any Contract includes a debt incurred by prohibition on assignment, such Originator security interest shall be limited to a security interest in the ordinary course applicable Seller's right to receives payment thereunder to the extent contemplated by Section 9-318(4) of such Originator’s and the Purchaser’s business or financial affairs and (ii) made in UCC of the ordinary course of such Originator’s and the Purchaser’s business or financial affairsapplicable jurisdiction).

Characterization; Granting Clause. (a) If, notwithstanding the intention of the parties expressed in Section 2.01(c1.1(c), any sale or contribution by any Originator to the Purchaser W1R of Receivables, Related Security, Collections and Proceeds U.S. Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not as a sale or contribution, as the case may beother absolute transfer, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable Law. For law, and for this purpose and without being in derogation of the parties’ ' intention that each sale and contribution of Receivables, Related Security, Collections and Proceeds U.S. Receivables hereunder shall constitute a true sale or contribution, respectively, thereof, each Originator hereby grants of the Originators shall be deemed (if any such sale is deemed to the Purchaser constitute a secured loan) to have created in favor of W1R a duly perfected security interest in all of such Originator’s 's right, title and interest in, whether to and under all of such Originator's U.S. Receivables now existing or and hereafter arising, and in and to (i) (A) the Receivables originated by such Originator, (B) all Related Security with respect thereto, and (C) all Collections, (ii) with respect to all Reassigned Receivables of such Originator, all Collections subsequently received with respect thereto, and (iii) all Proceeds of any of the foregoing, which security interest shall be prior to all other Liens thereonAdverse Claims thereto. The Purchaser From and after an Originator's Sale Termination Date, W1R and its assigns shall have as against each such Originator, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable Lawlaw, which rights and remedies shall be cumulative. Each Originator hereby authorizes Purchaser (or any of its assigns), as secured party, within the meaning of Section 9-509 of any applicable enactment of the UCC, to file, without further authorization by such Originator, as debtor, the UCC financing statements contemplated hereby. In the event that a court of competent jurisdiction holds that the transactions hereunder are not true sales or contributions, each of the Purchaser and each Originator represents and warrants, as to itself, that, each remittance of Collections by such Originator to the Purchaser hereunder will have been made (i) in payment of a debt incurred by such Originator in the ordinary course of such Originator’s and the Purchaser’s business or financial affairs and (ii) made in the ordinary course of such Originator’s and the Purchaser’s business or financial affairs.