Common use of Characterization; Security Interest Clause in Contracts

Characterization; Security Interest. (a) It is the intention of the parties hereto that each Loan hereunder shall constitute and be treated as a secured loan. The Borrower shall be liable to the Lenders and the Agent for all representations, warranties, covenants and indemnities made by the Borrower pursuant to the terms of this Agreement, and (ii) the transaction contemplated by this Agreement do not constitute and are not intended to result in an assumption by the Lenders or the Agent or any assignee thereof of any obligation of the Borrower or any Originator or any other person arising in connection with the Purchased Receivables, the Related Security, or the related Contracts, or any other obligations of the Borrower or any Originator. It is the intention of the parties hereto that for federal, state and local income and franchise tax purposes the Lenders’ acquisition of their interests in the Purchased Receivables, Related Security and Collections shall be treated as a secured loan by the Lenders to the Borrower, and each party hereto agrees to characterize all Loans hereunder as secured loans on all tax returns filed by such party. (b) In addition to any security interest or other interest which the Agent or the Secured Parties may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the Secured Parties a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) all Purchased Receivables now existing or hereafter arising, (ii) the Collections as and when received, (iii) each Lock-Box and each Segregated Account, (iv) each Collection Account, (v) all Related Security, (vi) all other rights of the Borrower and payments relating to such Purchased Receivables, (vii) all proceeds of the foregoing, (viii) the Borrower’s right, title and interest in, to and under the Receivables Sale Agreement and (ix) all other assets of the Borrower (other than, in all cases, the Letter of Credit Collateral and the Parent Note) (collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent, on behalf of the Secured Parties, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative. (c) In addition to any security interest or other interest which the Agent or the LC Issuer may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the LC Issuer a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Letter of Credit Collateral Account and all funds on deposit therein, together with all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit; (ii) all products and proceeds (including, without limitation, insurance proceeds) of, and additions, improvements and accessions to, and books and records describing or used in connection with, all and any of the property described above (items (i) and (ii) are collectively referred to as the “Letter of Credit Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the LC Obligations. The Agent, on behalf of the LC Issuer, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization; Security Interest. (a) It is the intention of the parties hereto that each Loan hereunder shall constitute and be treated as a secured loan. The Borrower shall be liable to the Lenders Lender and the Agent for all representations, warranties, covenants and indemnities made by the Borrower pursuant to the terms of this Agreement, and (ii) the transaction contemplated by this Agreement do not constitute and are not intended to result in an assumption by the Lenders Lender or the Agent or any assignee thereof of any obligation of the Borrower or any Originator or any other person arising in connection with the Purchased Receivables, the Related Security, or the related Contracts, or any other obligations of the Borrower or any Originator. It is the intention of the parties hereto that for federal, state and local income and franchise tax purposes the Lenders’ Lender’s acquisition of their interests its interest in the Purchased Receivables, Related Security and Collections shall be treated as a secured loan by the Lenders Lender to the Borrower, and each party hereto agrees to characterize all Loans hereunder as secured loans on all tax returns filed by such party. (b) In addition to any security interest or other interest which the Agent or the Secured Parties may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the Secured Parties a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) all Purchased Receivables now existing or hereafter arising, (ii) the Collections as and when received, (iii) each Lock-Box and each Segregated Account, (iv) each Collection Account, (v) all Related Security, (vi) all other rights of the Borrower and payments relating to such Purchased Receivables, (vii) all proceeds of the foregoing, (viii) the Borrower’s right, title and interest in, to and under the Receivables Sale Agreement and (ix) all other assets of the Borrower (other than, in all cases, the Letter of Credit Collateral and the Parent Note) (collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent, on behalf of the Secured Parties, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative. (c) In addition to any security interest or other interest which the Agent or the LC Issuer may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the LC Issuer a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Letter of Credit Collateral Account and all funds on deposit therein, together with all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit; (ii) all products and proceeds (including, without limitation, insurance proceeds) of, and additions, improvements and accessions to, and books and records describing or used in connection with, all and any of the property described above (items (i) and (ii) are collectively referred to as the “Letter of Credit Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the LC Obligations. The Agent, on behalf of the LC Issuer, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative.,

Characterization; Security Interest. (a) It is the intention of the parties hereto that each Loan hereunder shall constitute and be treated as a secured loan. The Borrower shall be liable to the Lenders Lender and the Agent for all representations, warranties, covenants and indemnities made by the Borrower pursuant to the terms of this Agreement, and (ii) the transaction contemplated by this Agreement do not constitute and are not intended to result in an assumption by the Lenders Lender or the Agent or any assignee thereof of any obligation of the Borrower or any the Originator or any other person arising in connection with the Purchased Receivables, the Related Security, or the related Contracts, or any other obligations of the Borrower or any the Originator. It is the intention of the parties hereto that for federal, state and local income and franchise tax purposes the Lenders’ Lender’s acquisition of their interests its interest in the Purchased Receivables, Related Security and Collections shall be treated as a secured loan by the Lenders Lender to the Borrower, and each party hereto agrees to characterize all Loans hereunder as secured loans on all tax returns filed by such party. (b) In addition to any security interest or other interest which the Agent or the Secured Parties may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the Secured Parties a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) all Purchased Receivables now existing or hereafter arising, (ii) the Collections as and when received, (iii) each Lock-Box and each Segregated Account, (iv) each Collection Account, (v) all Related Security, (vi) all other rights of the Borrower and payments relating to such Purchased Receivables, (vii) all proceeds of the foregoing, (viii) the Borrower’s right, title and interest in, to and under the Receivables Sale Agreement and (ix) all other assets of the Borrower (other than, in all cases, the Letter of Credit Collateral and the Parent NoteCollateral) (collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent, on behalf of the Secured Parties, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative. (c) In addition to any security interest or other interest which the Agent or the LC Issuer may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the LC Issuer a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Letter of Credit Collateral Account and all funds on deposit therein, together with all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit; (ii) all products and proceeds (including, without limitation, insurance proceeds) of, and additions, improvements and accessions to, and books and records describing or used in connection with, all and any of the property described above (items (i) and (ii) are collectively referred to as the “Letter of Credit Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the LC Obligations. The Agent, on behalf of the LC Issuer, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative.

Characterization; Security Interest. (a) It is the intention of the parties hereto that each Loan hereunder shall constitute and be treated as a secured loan. The Borrower shall be liable to the Lenders Lender and the Agent for all representations, warranties, covenants and indemnities made by the Borrower pursuant to the terms of this Agreement, and (ii) the transaction contemplated by this Agreement do not constitute and are not intended to result in an assumption by the Lenders Lender or the Agent or any assignee thereof of any obligation of the Borrower or any the Originator or any other person arising in connection with the Purchased Receivables, the Related Security, or the related Contracts, or any other obligations of the Borrower or any the Originator. It is the intention of the parties hereto that for federal, state and local income and franchise tax purposes the Lenders’ Lender’s acquisition of their interests its interest in the Purchased Receivables, Related Security and Collections shall be treated as a secured loan by the Lenders Lender to the Borrower, and each party hereto agrees to characterize all Loans hereunder as secured loans on all tax returns filed by such party. (b) In addition to any security interest or other interest which the Agent or the Secured Parties Lender may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the Secured Parties Lender a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) all Purchased Receivables now existing or hereafter arising, (ii) the Collections as and when received, (iii) each Lock-Box and each Segregated Account, (iv) each Collection Account, (v) all Related Security, (vi) all other rights of the Borrower and payments relating to such Purchased Receivables, (vii) all proceeds of the foregoing, (viii) the Borrower’s right, title and interest in, to and under the Receivables Sale Agreement and (ix) all other assets of the Borrower (other than, in all cases, the Letter of Credit Collateral and the Parent Note) (collectively, the “Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the Aggregate Unpaids. The Agent, on behalf of the Secured PartiesLender, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative. (c) In addition to any security interest or other interest which the Agent or the LC Issuer may from time to time acquire pursuant hereto, the Borrower hereby grants to the Agent for the benefit of the LC Issuer a valid security interest in all of the Borrower’s right, title and interest, whether now owned or hereafter acquired, in, to and under (i) the Letter of Credit Collateral Account and all funds on deposit therein, together with all certificates and instruments, if any, from time to time evidencing such accounts and funds on deposit; (ii) all products and proceeds (including, without limitation, insurance proceeds) of, and additions, improvements and accessions to, and books and records describing or used in connection with, all and any of the property described above (items (i) and (ii) are collectively referred to as the “Letter of Credit Collateral”) prior to all other liens on and security interests therein to secure the prompt and complete payment of the LC Obligations. The Agent, on behalf of the LC Issuer, shall have, in addition to the rights and remedies that it may have under this Agreement, all other rights and remedies provided to a secured creditor under the applicable UCC and other applicable law, which rights and remedies shall be cumulative.