Common use of Grant of Security Interest; Tax Treatment Clause in Contracts

Grant of Security Interest; Tax Treatment. (a) For purposes of legal form and the Intended Tax Characterization, it is the intention of the parties hereto that this Indenture and each related Collateral Assignment shall constitute a security agreement under applicable law, and that the Borrower has granted to the Trustee on behalf of the Trust Estate for the benefit of the Noteholders and other creditors of the Trust Estate, a first priority perfected security interest in all of the Borrower's right, title and interest in, to and under the Assets and the other assets constituting the Trust Estate. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the Notes are recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment. The conveyance by the Borrower of the Assets to the Trustee on behalf of the Trust Estate on each Assignment Date shall not constitute and are not intended to result in an assumption by the Trustee or any Noteholder of any obligation of the Borrower or the Master Servicer to the obligors, or any other Person in connection with the Assets. (a) (b) It is the intention of the parties hereto that, with respect to all Taxes, the Notes will be treated as indebtedness of the Borrower to the Noteholders secured by the Assets (the "Intended Tax Characterization"). The Borrower, the Master Servicer and the Trustee, by entering into this Indenture, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization.

Grant of Security Interest; Tax Treatment. (a) For purposes of legal form and Except with respect to the Intended Tax Characterization, it is the intention of the parties hereto that the conveyance by the Sponsor of the Transferred Assets to the Trustee on behalf of the Trust on the Closing Date and each Purchase to be made hereunder shall constitute a purchase and sale of such Transferred Assets and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Indenture Agreement and each related Collateral Purchase Assignment shall constitute a security agreement under applicable law, and that the Borrower has Sponsor shall be deemed to have granted to the Trustee Trustee, on behalf of the Trust Estate for the benefit of the Noteholders and other creditors of the Trust EstateTrust, a first priority perfected security interest in all of the BorrowerSponsor's right, title and interest in, to and under the Transferred Assets and the other assets constituting the Trust Estate. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the Notes are recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatmentAssets. The conveyance by the Borrower Sponsor of the Transferred Assets to the Trustee on behalf of the Trust Estate on each Assignment the Closing Date and the Purchases shall not constitute and are not intended to result in an assumption by the Trustee or any Noteholder Certificateholder of any obligation of the Borrower or the Master Servicer Sponsor to the obligorsObligors, the Originator, the insurers under any insurance policies including the Insurance Policies, or any other Person in connection with the Transferred Assets. (a) (b) It is the intention of the parties hereto Sponsor that, with respect to all Taxes, the Notes Investor Certificates will be treated as indebtedness of the Borrower Sponsor to the Noteholders Investor Certificateholders secured by the Transferred Assets (the "Intended Tax Characterization"). The Borrower, the Master Servicer Sponsor and the Trustee, by entering into this IndentureAgreement, and each Noteholder Investor Certificateholder by the purchase of a Notean Investor Certificate, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization. (c) The Sponsor shall take no action inconsistent with the Trust's ownership of the Transferred Assets and shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Auto Loan and the other Transferred Assets is held by the Trustee on behalf of the Trust. In addition, the Sponsor shall respond to any inquiries from third parties with respect to ownership of an Auto Loan or any other Transferred Asset by stating that it is not the owner of such Auto Loan and that ownership of such Auto Loan or other Transferred Asset is held by the Trustee on behalf of the Trust.

Grant of Security Interest; Tax Treatment. (a) For purposes of legal form and the Intended Tax Characterization, it is the intention of the parties hereto that this Indenture and each related Collateral Assignment shall constitute a security agreement under applicable law, and that the Borrower Company has granted to the Trustee on behalf of the Trust Estate for the benefit of the Noteholders Noteholders, the Company and other creditors of the Trust Estate, a first priority perfected security interest in all of the BorrowerCompany's right, title and interest in, to and under the Transferred Assets and the other assets constituting the Trust EstateAssets. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the Notes are recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment. The conveyance by the Borrower Company of the Transferred Assets to the Trustee on behalf of the Trust Estate on each Assignment Date shall not constitute and are not intended to result in an assumption by the Trustee or any Noteholder (other than the Company or any Affiliate of any obligations at the Trust Estate or of the Company) of any obligation of the Borrower Company or the Master Servicer Administrator to the obligorsObligors, the insurers under any insurance policies, or any other Person in connection with the Transferred Assets. (a) (b) It is the intention of the parties hereto that, with respect to all Taxes, the Notes will be treated as indebtedness of the Borrower Company to the Noteholders secured by the Transferred Assets (the "Intended Tax Characterization"). The BorrowerCompany, the Master Servicer Administrator and the Trustee, by entering into this IndentureAgreement, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization. (c) The Company and the Administrator shall take no action inconsistent with the Trustee's interest in the Transferred Assets and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Receivable and the other Transferred Assets has been assigned to the Trustee on behalf of the Trust Estate and the Noteholders.

Grant of Security Interest; Tax Treatment. (a) For purposes of legal form and the Intended Tax Characterization, it is the intention of the parties hereto that this Indenture and each related Collateral Assignment shall constitute a security agreement under applicable law, and that the Borrower Company has granted to the Trustee on behalf of the Trust Estate for the benefit of the Noteholders Noteholders, the Company and other creditors of the Trust Estate, a first priority perfected security interest in all of the BorrowerCompany's right, title and interest in, to and under the Transferred Assets and the other assets constituting the Trust EstateAssets. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the any Class of Notes are is recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class the Trust Estate (for tax purposes only) as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower Company was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment. The conveyance by the Borrower Company of the Transferred Assets to the Trustee on behalf of the Trust Estate on each Assignment Date shall not constitute and are not intended to result in an assumption by the Trustee or any Noteholder (other than the Company or any Affiliate of any obligations at the Trust Estate or of the Company) of any obligation of the Borrower Company or the Master Servicer Administrator to the obligorsObligors, the insurers under any insurance policies including the VSI Policies, or any other Person in connection with the Transferred Assets. (a) (b) It is the intention of the parties hereto that, with respect to all Taxes, the Notes will be treated as indebtedness of the Borrower Company to the Noteholders secured by the Transferred Assets (the "Intended Tax Characterization"). The BorrowerCompany, the Master Servicer Administrator and the Trustee, by entering into this IndentureAgreement, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization. (c) The Company and the Administrator shall take no action inconsistent with the Trustee's interest in the Transferred Assets and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Receivable and the other Transferred Assets has been assigned to the Trustee on behalf of the Trust Estate and the Noteholders.

Grant of Security Interest; Tax Treatment. (a) For purposes It is the intention of legal form the parties hereto that the conveyance by the Seller of the Transferred Assets to the Trustee on behalf of the Trust on the Closing Date shall constitute a purchase and sale of such Transferred Assets and not a loan. In the Intended Tax Characterizationevent, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Indenture and each related Collateral Assignment Agreement shall constitute a security agreement under applicable law, and that the Borrower has Seller shall be deemed to have granted to the Trustee Trustee, on behalf of the Trust Estate for the benefit of the Noteholders and other creditors of the Trust EstateTrust, a first priority perfected security interest in all of the BorrowerSeller's right, title and interest in, to and under the Transferred Assets and the other assets constituting the Trust Estate. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the Notes are recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatmentAssets. The conveyance by the Borrower Seller of the Transferred Assets to the Trustee on behalf of the Trust Estate on each Assignment the Closing Date shall not constitute and are is not intended to result in an assumption by the Trustee Trustee, the Servicer or any Noteholder Certificateholder of any obligation of the Borrower or the Master Servicer Seller to the obligors, Obligors or any other Person in connection with the Transferred Assets. (a) (b) It is the intention of the parties hereto Seller that, with respect to all Taxes, the Notes Trust will be treated classified as indebtedness of the Borrower to the Noteholders secured by the Assets a grantor trust and not as an association taxable as a corporation or as a partnership (the "Intended Tax Characterization"). The Borrower, the Master Servicer Seller and the Trustee, by entering into this IndentureAgreement, and each Noteholder Certificateholder, by the purchase of a NoteCertificate, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization. (c) The Seller shall take no action inconsistent with the Trust's ownership of the Transferred Assets and shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Auto Loan and the other Transferred Assets is held by the Trustee on behalf of the Trust. In addition, the Seller shall respond to any inquiries from third parties with respect to ownership of an Auto Loan or any other Transferred Asset by stating that it is not the owner of such Auto Loan and that ownership of such Auto Loan or other Transferred Asset is held by the Trustee on behalf of the Trust.

Grant of Security Interest; Tax Treatment. (a) For purposes of legal form and the Intended Tax Characterization, it is the intention of the parties hereto that this Indenture and each related Collateral Assignment shall constitute a security agreement under applicable law, and that the Borrower Company has granted to the Trustee on behalf of the Trust Estate for the benefit of the Noteholders Noteholders, the Company and other creditors of the Trust Estate, a first priority perfected security interest in all of the BorrowerCompany's right, title and interest in, to and under the Assets and the other assets constituting the Trust Estate. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the any Class of Notes are is recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower Company was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer Administrator shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment. The conveyance by the Borrower Company of the Assets to the Trustee on behalf of the Trust Estate on each Assignment Date shall not constitute and are not intended to result in an assumption by the Trustee or any Noteholder (other than the Company or any Affiliate of any obligations at the Trust Estate or of the Company) of any obligation of the Borrower Company or the Master Servicer Administrator to the obligors, the insurers under any insurance policies, or any other Person in connection with the Assets. (a) (b) It is the intention of the parties hereto that, with respect to all Taxes, the Notes will be treated as indebtedness of the Borrower Company to the Noteholders secured by the Assets (the "Intended Tax Characterization"). The BorrowerCompany, the Master Servicer Administrator and the Trustee, by entering into this Indenture, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization. (c) The Company and the Administrator shall take no action inconsistent with the Trustee's interest in the Assets and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Loan and the other assets constituting the Trust Estate has been assigned to the Trustee on behalf of the Trust Estate and the Noteholders.

Grant of Security Interest; Tax Treatment. (a) For purposes of legal form and the Intended Tax Characterization, it is the intention of the parties hereto that this Indenture and each related Collateral Assignment shall constitute a security agreement under applicable law, and that the Borrower Company has granted to the Trustee on behalf of the Trust Estate for the benefit of the Noteholders Noteholders, the Company and other creditors of the Trust Estate, a first priority perfected security interest in all of the BorrowerCompany's right, title and interest in, to and under the Transferred Assets and the other assets constituting the Trust EstateAssets. The Trustee shall treat this Indenture and the Trust Estate as a security device for tax purposes and shall not file tax returns or obtain an employer identification number on behalf of the Trust Estate; provided, however, that if the any Class of Notes are is recharacterized as equity interests in the Trust Estate for tax purposes, the parties hereto agree to treat such class the Trust Estate as partnership interests in a partnership under the New York Uniform Partnership Act in which the Borrower Company was a general partner and each such recharacterized Noteholder was a limited partner. In the event of such treatment, the Master Servicer shall file all necessary tax returns or reports. The provisions of this Indenture shall be construed in furtherance of the foregoing intended tax treatment. The conveyance by the Borrower Company of the Transferred Assets to the Trustee on behalf of the Trust Estate on each Assignment Date shall not constitute and are not intended to result in an assumption by the Trustee or any Noteholder (other than the Company or any Affiliate of any obligations at the Trust Estate or of the Company) of any obligation of the Borrower Company or the Master Servicer Administrator to the obligorsObligors, the insurers under any insurance policies including the VSI Policies, or any other Person in connection with the Transferred Assets. (a) (b) It is the intention of the parties hereto that, with respect to all Taxes, the Notes will be treated as indebtedness of the Borrower Company to the Noteholders secured by the Transferred Assets (the "Intended Tax Characterization"). The BorrowerCompany, the Master Servicer Administrator and the Trustee, by entering into this IndentureAgreement, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all Taxes in a manner consistent with the Intended Tax Characterization. (c) The Company and the Administrator shall take no action inconsistent with the Trust Estate's interest in the Transferred Assets and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Receivable and the other Transferred Assets has been assigned to the Trustee on behalf of the Trust Estate and the Noteholders.