Common use of Characterization of Conveyances Pursuant to each Purchase and Sale Agreement Clause in Contracts

Characterization of Conveyances Pursuant to each Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Originator to the Borrower and the Borrower to a Securitization Subsidiary, as applicable, as contemplated by the applicable Purchase and Sale Agreement be, and be treated for all purposes as, a sale by the Originator or the Borrower, as applicable, of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loan Assets by the Originator or Borrower, as applicable, to the Borrower or a Securitization Subsidiary, as applicable, to secure a debt or other obligation of the Originator or the Borrower, as applicable. However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue to be property of the Originator or the Borrower, as applicable, then the parties hereto agree that: (i) the applicable Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in such Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in such Purchase and Sale Agreement shall be deemed to be a grant by the Originator or the Borrower, as applicable, to the Borrower or the applicable Securitization Subsidiary of a first priority security interest (subject only to Permitted Liens) in all of the Originator's or Borrower’s, as applicable, right, title and interest in and to the Eligible Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by a Loan Party (or the Collateral Custodian on its behalf) of Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the applicable Loan Party for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of a Loan Party pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the applicable Purchase and Sale Agreement. Each Loan Party shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if a Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Originator to the Borrower or the Borrower to a Securitization Subsidiary, as applicable, pursuant to a Purchase and Sale Agreement shall constitute assets owned by the Borrower or such Securitization Subsidiary, as applicable, and shall not be part of the Originator's or Borrower’s, as applicable, estate in the event of the filing of a bankruptcy petition by or against the Originator or Borrower, as applicable, under any bankruptcy or similar law. (c) Each Loan Party agrees to treat, and shall cause the Originator and the Borrower, as applicable, to treat, for all purposes, the transactions effected by the Purchase and Sale Agreements as sales of assets to the Borrower or a Securitization Subsidiary, as applicable. Each Loan Party and the Servicer each hereby agree to cause the Originator to reflect in the Originator's financial records and to include a note in the publicly filed annual and quarterly financial statements of the Originator indicating that assets sold to a Loan Party under a Purchase and Sale Agreement are owned by such Loan Party that is consolidated in the Originator's financial statements, the creditors of such Loan Party have received security interests in such assets and such assets are not intended to be available to the creditors of the Originator (or any other affiliate of the Originator).

Characterization of Conveyances Pursuant to each Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Originator to the Borrower and the Borrower to a Securitization Subsidiary, as applicable, as contemplated by the applicable Purchase and Sale Agreement be, and be treated for all purposes as, a sale by the Originator or the Borrower, as applicable, of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loan Assets by the Originator or Borrower, as applicable, to the Borrower or a Securitization Subsidiary, as applicable, to secure a debt or other obligation of the Originator or the Borrower, as applicable. However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue to be property of the Originator or the Borrower, as applicable, then the parties hereto agree that: (i) the applicable Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in such Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in such Purchase and Sale Agreement shall be deemed to be a grant by the Originator or the Borrower, as applicable, to the Borrower or the applicable Securitization Subsidiary of a first priority security interest (subject only to Permitted Liens) in all of the Originator's Originato’s or BorrowerBorrowe’s, as applicable, right, title and interest in and to the Eligible Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by a Loan Party (or the Collateral Custodian on its behalf) of Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the applicable Loan Party for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of a Loan Party pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the applicable Purchase and Sale Agreement. Each Loan Party shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if a Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Originator to the Borrower or the Borrower to a Securitization Subsidiary, as applicable, pursuant to a Purchase and Sale Agreement shall constitute assets owned by the Borrower or such Securitization Subsidiary, as applicable, and shall not be part of the Originator's Originato’s or BorrowerBorrowe’s, as applicable, estate in the event of the filing of a bankruptcy petition by or against the Originator or Borrower, as applicable, under any bankruptcy or similar law. (c) Each Loan Party agrees to treat, and shall cause the Originator and the Borrower, as applicable, to treat, for all purposes, the transactions effected by the Purchase and Sale Agreements as sales of assets to the Borrower or a Securitization Subsidiary, as applicable. Each Loan Party and the Servicer each hereby agree to cause the Originator to reflect in the Originator's Originato’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Originator indicating that assets sold to a Loan Party under a Purchase and Sale Agreement are owned by such Loan Party that is consolidated in the Originator's Originato’s financial statements, the creditors of such Loan Party have received security interests in such assets and such assets are not intended to be available to the creditors of the Originator (or any other affiliate of the Originator).

Characterization of Conveyances Pursuant to each Purchase and Sale Agreement. (a) It is the express intent of the parties hereto that the conveyance of the Eligible Loan Assets by the Originator to the Borrower and the Borrower to a Securitization Subsidiary, as applicable, as contemplated by the applicable Purchase and Sale Agreement be, and be treated for all purposes as, a sale by the Originator or the Borrower, as applicable, of such Eligible Loan Assets. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Eligible Loan Assets by the Originator or Borrower, as applicable, to the Borrower or a Securitization Subsidiary, as applicable, to secure a debt or other obligation of the Originator or the Borrower, as applicable. However, in the event that, notwithstanding the intent of the parties, the Eligible Loan Assets are held to continue to be property of the Originator or the Borrower, as applicable, then the parties hereto agree that: (i) the applicable Purchase and Sale Agreement shall also be deemed to be a security agreement under Applicable Law; (ii) as set forth in such Purchase and Sale Agreement, the transfer of the Eligible Loan Assets provided for in such Purchase and Sale Agreement shall be deemed to be a grant by the Originator or the Borrower, as applicable, to the Borrower or the applicable Securitization Subsidiary of a first priority security interest (subject only to Permitted Liens) in all of the Originator's ’s or Borrower’s, as applicable, right, title and interest in and to the Eligible Loan Assets and all amounts payable to the holders of the Eligible Loan Assets in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including, all amounts from time to time held or invested in the Controlled Accounts, whether in the form of cash, instruments, securities or other property; (iii) the possession by a Loan Party (or the Collateral Custodian on its behalf) of Loan Assets and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be, subject to clause (iv) below, for purposes of perfecting the security interest pursuant to the UCC; and (iv) acknowledgements from Persons holding such property shall be deemed acknowledgements from custodians, bailees or agents (as applicable) of the applicable Loan Party for the purpose of perfecting such security interest under Applicable Law. The parties further agree that any assignment of the interest of a Loan Party pursuant to any provision hereof shall also be deemed to be an assignment of any security interest created pursuant to the terms of the applicable Purchase and Sale Agreement. Each Loan Party shall, to the extent consistent with this Agreement and the other Transaction Documents, take such actions as may be necessary to ensure that, if a Purchase and Sale Agreement was deemed to create a security interest in the Eligible Loan Assets, such security interest would be deemed to be a perfected security interest of first priority (subject only to Permitted Liens) under Applicable Law and will be maintained as such throughout the term of this Agreement. (b) It is the intention of each of the parties hereto that the Eligible Loan Assets conveyed by the Originator to the Borrower or the Borrower to a Securitization Subsidiary, as applicable, pursuant to a Purchase and Sale Agreement shall constitute assets owned by the Borrower or such Securitization Subsidiary, as applicable, and shall not be part of the Originator's ’s or Borrower’s, as applicable, estate in the event of the filing of a bankruptcy petition by or against the Originator or Borrower, as applicable, under any bankruptcy or similar law. (c) Each Loan Party agrees to treat, and shall cause the Originator and the Borrower, as applicable, to treat, for all purposes, the transactions effected by the Purchase and Sale Agreements as sales of assets to the Borrower or a Securitization Subsidiary, as applicable. Each Loan Party and the Servicer each hereby agree to cause the Originator to reflect in the Originator's ’s financial records and to include a note in the publicly filed annual and quarterly financial statements of the Originator indicating that assets sold to a Loan Party under a Purchase and Sale Agreement are owned by such Loan Party that is consolidated in the Originator's ’s financial statements, the creditors of such Loan Party have received security interests in such assets and such assets are not intended to be available to the creditors of the Originator (or any other affiliate of the Originator).