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 Agent, on behalf of the Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the intention of the parties 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 not as a sale or such sale shall for any reason be ineffective or unenforceable (any of the foregoing 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 Agent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security, Collections and Proceeds with respect thereto, and together with all of the Transferor’s rights under the Receivables Purchase Agreement, the Transferring Affiliate Letter and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables. The Transferor hereby assigns to the Agent, on behalf of the Investors, all of its rights and remedies under the 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 thereunder of any Originating Entity with respect to the Receivables. In 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 Agent hereunder will have been (i) in payment of a debt incurred by the Transferor in the ordinary course of business or financial affairs of the Transferor and the Agent and (ii) made in the ordinary course of business or financial affairs of the Transferor and the Agent.
Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall constitute a sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the Purchaser, conveying good title thereto free and clear of any Adverse Claims, and that such Receivables and Related Assets not be part of the Seller’s estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated hereby should be deemed a financing, the parties intend that the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby grants to the Purchaser, a first priority perfected and continuing security interest in all of the Seller’s right, title and interest in, to and under the Receivables, together with the Related Assets with respect thereto, and together with all of the Seller’s rights under the Transferring Affiliate Letter, the BMA Transfer Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller hereby assigns to the Purchaser all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Agreement (and all instruments, documents and agreements executed in connection therewith) with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity with respect to the Receivables.
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 Administrative Agent, on behalf of the Class Investors, and that the Transferred Interest not be part of the Transferor’s estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated hereby should be deemed a financing, the parties intend that the Transferor shall be deemed to have granted to the Administrative Agent, on behalf of the Class Investors, and the Transferor hereby grants to the Administrative Agent, on behalf of the Class Investors, a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under the Receivables, together with Related Security and Collections with respect thereto, and that this Agreement shall constitute a security agreement under applicable law. The Transferor hereby grants a security interest in and assigns to the Administrative Agent, on behalf of the Class Investors, all of its rights and remedies under the Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of Tech Data with respect to the Receivables.
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 Originators 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. 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 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 this Agreement grants a security interest in the Receivables, together with the Related Security with respect thereto to secure payment of the amounts financed hereunder. Accordingly, each Pledgor hereby grants to the Agent, on behalf of the Company and the Bank Investors, a first priority perfected and continuing security interest in all of such Pledgor's right, title and interest in, to and under the Receivables, together with all Related Security with respect thereto, and together with all of the Pledgor's rights under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Seller or any Eligible Originator with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Pledgors hereby assign to the Agent, on behalf of the Company and the Bank Investors, all of their rights and remedies under the Receivables Purchase Agreement with respect to the Receivables and with respect to any obligations thereunder of the Seller or any Eligible Originator with respect to the Receivables. The Pledgors, the Company, the Agent and the Bank Investors acknowledge that the arrangement created pursuant to this Agreement is a financing, and not a sale of Pledged Interest, for Federal, state and local tax purposes, and agree to act for all purposes hereof in accordance with the foregoing. 127 134
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 Company and that the Transferred Interest not be part of the Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated hereby should be deemed a financing, the parties intend that the Transferor shall be deemed to have granted to the Company, and the Transferor hereby grants to the Company, a first priority perfected security interest in all of the Transferor's right, title and interest in, to and under the Receivables, together with Related Security and Collections with respect thereto, and that this Agreement shall constitute a security agreement under applicable law.
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 Agent, on behalf of the Company and the Bank Investors, and that the Transferred Interest not be part of the Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated hereby should be deemed a financing, the parties intend that the Transferor shall be deemed to have granted to the Agent, on behalf of the Company and the Bank Investors, and the Transferor hereby grants to the Agent, on behalf of the Company and the Bank Investors, a first priority perfected security interest in all of the Transferor's right, title and interest in, to and under the Receivables, together with Related Security and Collections with respect thereto, and that this Agreement shall constitute a security agreement under applicable law.
Characterization of the Transactions Contemplated by the Agreement. It is the intention of the Seller and the Purchaser that (i) the transactions contemplated by this Agreement constitute an absolute and irrevocable assignment, transfer and conveyance to the Purchaser of all of the Seller's right, title and interest in, to and under all of the Transferred Receivables, free and clear of all Adverse Claims, and (ii) the Seller has no interest or right whatsoever in any of the Transferred Receivables. If, however, the transactions contemplated by this Agreement should nevertheless be deemed a financing, the Seller and the Purchaser intend that (i) the Seller shall be deemed to have granted to the Purchaser, and the Seller hereby grants to the Purchaser, a first priority perfected security interest in all of the Seller's right, title and interest in, to and under the Transferred Receivables, and (ii) this Agreement shall constitute a security agreement under applicable law. Notwithstanding any other provision of this Agreement, regardless of whether the transactions contemplated by this Agreement are deemed to be a sale or financing, the Seller and the Purchaser agree that the Purchaser shall not have any recourse against the Transferor or any of its affiliates as a result of any uncollectible Transferred Receivable.
Characterization of the Transactions Contemplated by the Agreement. (a) It is the intention of the parties that the transactions contemplated hereby constitute a financing, the parties intend that the Borrower hereby grants to the Administrative Agent, on behalf of each Lender, a first priority perfected and continuing security interest in all of the Borrower’s right, title and interest in, to and under the Collateral, and together with all of the Borrower’s rights under the Contribution Agreement with respect to the Receivables and with respect to any obligations thereunder of the Contributor with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Borrower hereby assigns to the Administrative Agent, on behalf of each Lender, all of its rights and remedies under the Contribution Agreement with respect to the Receivables and with respect to any obligations thereunder of the Contributor with respect to the Receivables. The Borrower agrees that it shall not give any consent or waiver required or permitted to be given under the Contribution Agreement without the prior consent of the Administrative Agent, such consent not to be unreasonably withheld.
(b) It is the intention of the parties that the transactions contemplated by this Agreement will create a debt obligation of the Borrower for United States Federal, state and local income and franchise tax purposes. Unless otherwise required by law, the parties agree to treat the transactions accordingly for all such purposes.
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 VFCC, and that the Transferred Interest not be part of the Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, the transactions contemplated hereby should be deemed a financing, the parties intend that the Transferor shall be deemed to have granted to the Deal Agent, on behalf of VFCC and the Committed Investors, and the Transferor hereby grants to the Deal Agent, on behalf of VFCC and the Committed Investors, a first priority perfected and continuing security interest in all of the Transferor's right, title and interest in, to and under the Transferred Receivables, together with Related Security, Collections and Proceeds with respect thereto and that this Agreement shall constitute a security agreement under applicable law.
