Common use of Characterization of Transfers Clause in Contracts

Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transfer of Transferred Assets by Seller to Buyer constitutes a loan and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law with respect to the Transferred Assets and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller's right, title and interest in, to and under the Transferred Assets. (b) The parties hereto intend that the transfer of the Note Trust Certificate by Seller to Buyer shall constitute a capital contribution by Seller to Buyer and not a loan by Buyer to Seller secured by the Note Trust Certificate. If, contrary to the interest of the parties hereto, a court of competent jurisdiction determines that the transfer of the Note Trust Certificate by Seller to Buyer constitutes a loan and not a capital contribution, then this Agreement shall constitute a security agreement under applicable law with respect to the Note Trust Certificate and Seller Receivables Purchase and Contribution Agreement shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in all of Seller's right, title and interest in, to and under the Note Trust Certificate.

Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transfer of Transferred Assets by Seller to Buyer constitutes a loan and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law with respect to the Transferred Assets and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller's right, title and interest in, to and under the Transferred Assets. (b) The parties hereto intend that the transfer of the Note Trust Certificate by Seller to Buyer shall constitute a capital contribution by Seller to Buyer and not a loan by Buyer to Seller secured by the Note Trust Certificate. If, contrary to the interest of the parties hereto, a court of competent jurisdiction determines that the transfer of the Note Trust Certificate by Seller to Buyer constitutes a loan and not a capital contribution, then this Agreement shall constitute a security agreement under applicable law with respect to the Note Trust Certificate and Seller Receivables Purchase and Contribution Agreement shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in all of Seller's right, title and interest in, to and under the Note Trust Certificate.

Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transfer of Transferred Assets by Seller to Buyer constitutes a loan and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law with respect to the Transferred Assets and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller's ’s right, title and interest in, to and under the Transferred Assets. (b) The parties hereto intend that the transfer of the Note Trust Certificate by Seller to Buyer shall constitute a capital contribution by Seller to Buyer and not a loan by Buyer to Seller secured by the Note Trust Certificate. If, contrary to the interest of the parties hereto, a court of competent jurisdiction determines that the transfer of the Note Trust Certificate by Seller to Buyer constitutes a loan and not a capital contribution, then this Agreement shall constitute a security agreement under applicable law with respect to the Note Trust Certificate and Seller Receivables Purchase and Contribution Agreement shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in all of Seller's ’s right, title and interest in, to and under the Note Trust Certificate.

Characterization of Transfers. (a) The parties hereto intend that each transfer of the Transferred Assets by Seller to Buyer shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller or any form of derivative transaction secured by the Transferred Assets. If, contrary to the intent of the parties hereto, a court of competent jurisdiction determines that any transfer of Transferred Assets by Seller to Buyer constitutes a loan or derivative transaction and not a sale of the Transferred Assets, then this Agreement shall constitute a security agreement under applicable law with respect to the Transferred Assets and Seller shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in and to all of Seller's ’s right, title and interest in, to and under the Transferred Assets. (b) The parties hereto intend that the transfer of the Note Trust Certificate by Seller to Buyer shall constitute a capital contribution by Seller to Buyer and not a loan by Buyer to Seller secured by the Note Trust Certificate. If, contrary to the interest of the parties hereto, a court of competent jurisdiction determines that the transfer of the Note Trust Certificate by Seller to Buyer constitutes a loan and not a capital contribution, then this Agreement shall constitute a security agreement under applicable law with respect to the Note Trust Certificate and Seller Receivables Purchase and Contribution Agreement shall be deemed to have granted, and Seller hereby grants, to Buyer a security interest in all of Seller's ’s right, title and interest in, to and under the Note Trust Certificate. (c) The parties hereto intend that, for purposes of federal, state and local income and franchise tax and any other tax measured in whole or in part by income, each transfer of the Transferred Assets shall constitute a sale by Seller to Buyer and not a loan by Buyer to Seller secured by the Transferred Assets. The parties shall not take any position inconsistent with the preceding sentence for any applicable tax purposes, including all tax filings, reports and returns and otherwise.