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 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 each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the SellerTransferor’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 Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the SellerTransferor’s right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the SellerTransferor’s rights under the Receivables Purchase Agreement, 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 Transferor hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement, 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 each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Receivables Purchase Agreement, 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 Transferor hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement, 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 each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Company and the Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Company and the Bank Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the Company and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivables Purchase Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Company and the Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase 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 the Sellers with respect to the Receivables.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Purchaser Agents, on behalf of their related Purchasers and Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, in the event that the transactions contemplated hereby should be are deemed a financing, the parties intend that the Seller shall be deemed to have granted to the Purchaser, and the Seller Transferor hereby grants to the PurchaserPurchaser Agents, on behalf of their Related Purchasers and Bank Investors, and the Transferor hereby grants to the Purchaser Agents, on behalf of their related Purchasers and Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with Collections, Proceeds and (to the extent that a security interest therein can be perfected and have first priority by the filing of the financing statements contemplated to be filed hereunder on the Closing Date, together with amendments thereto and continuations thereof) Related Assets Security with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer GE Agreement and all other Transaction Documents any Loss Sharing Agreement with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the other parties thereto with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agents, on behalf of their related Purchasers and 103 Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter GE Agreement and the BMA Transfer any Loss Sharing 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 the other parties thereto with respect to the Receivables.

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 '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 '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 '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 each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the Purchaserall Transferred Interests, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent on behalf of the Conduits and the Bank Investors, as applicable, and that such Receivables and Related Assets any Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Conduits and the Bank Investors, and the Seller Transferor hereby grants to the PurchaserAgent on behalf of the Conduits and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s right, Transferor's right title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivable Purchase Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity NBGL with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agent on behalf of the Conduits and the Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivable Purchase 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 NBGL with respect to the Receivables.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Company and the Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Company and the Bank Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the -126- 132 Company and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivables Purchase Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Sellers with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Company and the Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase 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 the Sellers 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 consent of the Agent.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Company and the Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Company and the Bank Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the Company and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivables Purchase Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Parent with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Company and the Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase 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 the Parent with respect to the Receivables. For federal and state income tax purposes, the Transferor and the Agent agree to treat the transactions hereunder as a financing.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Funding Agent, as agent for the Transferees, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserFunding Agent, as agent for the Transferees, and the Seller Transferor hereby grants to the PurchaserFunding Agent, as agent for the Transferees, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivables Purchase Agreement and all other Transaction Documents with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Originator with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Funding Agent, as agent for the Transferees, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase 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 the Originator with respect to the Receivables.. The Transferor agrees that it shall

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Purchaser Agents, on behalf of their related Purchasers and Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s Transferor's estate in the event of an insolvency. If, notwithstanding the foregoing, in the event that the transactions contemplated hereby should be are deemed a financing, the parties intend that the Seller shall be deemed to have granted to the Purchaser, and the Seller Transferor hereby grants to the PurchaserPurchaser Agents, on behalf of their Related Purchasers and Bank Investors, and the Transferor hereby grants to the Purchaser Agents, on behalf of their related Purchasers and Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with Collections, Proceeds and (to the extent that a security interest therein can be perfected and have first priority by the filing of the financing statements contemplated to be filed hereunder on the Closing Date, together with amendments thereto and continuations thereof) Related Assets Security with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivables Purchase Agreement and all other Transaction Documents to which it is a party with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agents, on behalf of their related Purchasers and Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) to which it is a party with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Sellers with respect to the Receivables.

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Security, Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Receivables Purchase Agreement, 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 Transferror hereby assigns to the Purchaser Agent, on behalf of the Investors, all of its rights and remedies under the Receivables Purchase Agreement, 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.. 101 100

Characterization of the Transactions Contemplated by the Agreement. It is the intention of the parties that each Purchase hereunder shall the transactions contemplated hereby constitute a the sale of such Receivables, together with the Related Assets with respect thereto, from the Seller to the PurchaserTransferred Interest, conveying good title thereto free and clear of any Adverse ClaimsClaims to the Agent, on behalf of the Company and the Bank Investors, and that such Receivables and Related Assets the Transferred Interest not be part of the Seller’s 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 Seller Transferor shall be deemed to have granted to the PurchaserAgent, on behalf of the Company and the Bank Investors, and the Seller Transferor hereby grants to the PurchaserAgent, on behalf of the Company and the Bank Investors, a first priority perfected and continuing security interest in all of the Seller’s Transferor's right, title and interest in, to and under the Receivables, together with the Related Assets Collections and Proceeds with respect thereto, and together with all of the Seller’s Transferor's rights under the Transferring Affiliate Letter, the BMA Transfer Receivables Purchase Agreement and all other Transaction Documents to which it is a party with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Seller with respect to the Receivables, and that this Agreement shall constitute a security agreement under applicable law. The Seller Transferor hereby assigns to the Purchaser Agent, on behalf of the Company and the Bank Investors, all of its rights and remedies under the Transferring Affiliate Letter and the BMA Transfer Receivables Purchase Agreement (and all instruments, documents and agreements executed in connection therewith) to which it is a party with respect to the Receivables and with respect to any obligations thereunder of any Originating Entity the Sellers with respect to the Receivables.