Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. (ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. (iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.
Appears in 7 contracts
Samples: Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc), Transfer and Administration Agreement (Greif, Inc)
Intended Characterization; Grant of Security Interest. (i) The SPV, the each Funding Agent, the Managing Agents Administrative Agent and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Funding Agent (on behalf of their related Conduit Investors and/or the InvestorsRelated Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is Funding Agents shall be characterized as a secured loan and not treated as a sale for all purposes, purposes (other than accounting and U.S. federal and state income tax purposes) or any such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”) (as to which the foregoing shall constitute indebtedness of the SPV secured by the Affected Assets), the such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to for the Agent benefit of the Funding Agents (on behalf of the Investorsrelated Conduit Investors and/or the Related Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The In the case of any Recharacterization, the SPV represents and warrants that each remittance of Collections to the Administrative Agent, any Funding Agent or any Purchaser Group hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs of the SPV and Agent agree(ii) made in the ordinary course of business or financial affairs of the SPV.
(i) The parties hereto acknowledge that Arrow and the SPV intend that the sale, assignment and transfer of the Receivables and Related Security to the SPV under the First Tier Agreement shall be treated as a sale for all purposes, and each Investor of the parties hereto is relying on such treatment. If, notwithstanding the intent of Arrow and the SPV, the sale, assignment and transfer of the Receivables and Related Security under the First Tier Agreement shall for any reason be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, each of Arrow and the SPV represents and warrants as to itself that each remittance of Collections by acquiring an Investment or other interest Arrow to the SPV under the First Tier Agreement will have been (i) in payment of a debt incurred by Arrow in the Affected Assets agrees, to treat ordinary course of business or financial affairs of Arrow and report such Investment or other interests the SPV and (ii) made in the Affected Assets as indebtedness for U.S. federal ordinary course of business or financial affairs of Arrow and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementSPV.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the SPV.
Appears in 5 contracts
Samples: Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)
Intended Characterization; Grant of Security Interest. (i) The SPV, the each Funding Agent, the Managing Agents Administrative Agent and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Funding Agent (on behalf of their related Conduit Investors and/or the InvestorsRelated Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is Funding Agents shall be characterized as a secured loan and not treated as a sale for all purposes, purposes (other than accounting and federal and state income tax purposes) or any such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”) (as to which the foregoing shall constitute indebtedness of the SPV secured by the Affected Assets), the such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to for the Agent benefit of the Funding Agents (on behalf of the Investorsrelated Conduit Investor and/or the Related Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The In the case of any Recharacterization, the SPV represents and warrants that each remittance of Collections to the Administrative Agent, any Funding Agent or any Purchaser Group hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs of the SPV and Agent agree, and each Investor by acquiring an Investment or other interest (ii) made in the Affected Assets agrees, to treat and report such Investment ordinary course of business or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all financial affairs of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementSPV.
(ii) The parties hereto acknowledge that Arrow and the SPV hereby grants intend that the sale, assignment and transfer of the Receivables and Related Security to the Agent (on behalf SPV under the First Tier Agreement shall be treated as a sale for all purposes, and each of the Investorsparties hereto is relying on such treatment. If, notwithstanding the intent of Arrow and the SPV, the sale, assignment and transfer of the Receivables and Related Security under the First Tier Agreement shall for any reason be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, each of Arrow and the SPV represents and warrants as to itself that each remittance of Collections by Arrow to the SPV under the First Tier Agreement will have been (i) in payment of a security interest debt incurred by Arrow in the Accounts as additional collateral to secure ordinary course of business or financial affairs of Arrow and the payment SPV and performance (ii) made in the ordinary course of business or financial affairs of Arrow and the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the SPV.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Arrow Electronics Inc), Transfer and Administration Agreement (Arrow Electronics Inc)
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes It is expressly agreed that the Agent Excluded Amounts shall not be subject to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all security interest of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementAgent.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.
Appears in 2 contracts
Samples: Transfer and Administration Agreement (Ashland Inc.), Transfer and Administration Agreement (Ashland Inc.)
Intended Characterization; Grant of Security Interest. (i) The SPV, the each Funding Agent, the Managing Agents Administrative Agent and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Funding Agent (on behalf of their related Conduit Investors and/or the InvestorsRelated Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is Funding Agents shall be characterized as a secured loan and not treated as a sale for all purposes, purposes (other than accounting and U.S. federal and state income tax purposes) or any such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”) (as to which the foregoing shall constitute indebtedness of the SPV secured by the Affected Assets), the such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to for the Agent benefit of the Funding Agents (on behalf of the Investorsrelated Conduit Investors and/or the Related Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The In the case of any Recharacterization, the SPV represents and warrants that each remittance of Collections to the Administrative Agent, any Funding Agent or any Purchaser Group hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs of the SPV and Agent agree(ii) made in the ordinary course of business or financial affairs of the SPV.
(i) The parties hereto acknowledge that Arrow and the SPV intend that the sale, assignment and transfer of the Receivables and Related Security to the SPV under the First Tier Agreement shall be treated as a sale for all purposes, and each Investor of the parties hereto is relying on such treatment. If, notwithstanding the intent of Arrow and the SPV, the sale, assignment and transfer of the Receivables and Related Security under the First Tier Agreement shall for any reason be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, each of Arrow and the SPV represents and warrants as to itself that each remittance of Collections by acquiring an Investment or other interest Arrow to the SPV under the First Tier Agreement will have been (i) in payment of a debt incurred by Arrow in the Affected Assets agrees, to treat ordinary course of business or financial affairs of Arrow and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest made in the Accounts as additional collateral to secure the payment ordinary course of business or financial affairs of Arrow and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) (ii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the SPV.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Arrow Electronics, Inc.)
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes It is expressly agreed that the Agent Excluded Amounts shall not be subject to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all security interest of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementAgent.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the SPV.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Ashland Inc.)
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposespurposes (for which purposes such Persons intend that the sale, assignment and transfer shall be treated as a secured financing rather than a sale). If notwithstanding the intent of the parties, the such sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and U.S. federal and state income tax purposes, the such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets Assets, whether now owned or hereafter arising or acquired, to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the InvestorsSecured Parties) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(ii) The SPV hereby grants to the Agent (on behalf of the InvestorsSecured Parties) a security interest in all of its right, title and interest in the Blocked Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the InvestorsSecured Parties) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Colliers International Group Inc.)
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.
Appears in 1 contract
Intended Characterization; Grant of Security Interest. (i) The SPV, the each Funding Agent, the Managing Agents Administrative Agent and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Funding Agent (on behalf of their related Conduit Investors and/or the InvestorsRelated Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is Funding Agents shall be characterized as a secured loan and not treated as a sale for all purposes, purposes (other than accounting and federal and state income tax purposes) or any such sale shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”) (as to which the foregoing shall constitute indebtedness of the SPV secured by the Affected Assets), the such sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to for the Agent benefit of the Funding Agents (on behalf of the Investorsrelated Conduit Investor and/or the Related Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The In the case of any Recharacterization, the SPV represents and warrants that each remittance of Collections to the Administrative Agent, any Funding Agent or any Purchaser Group hereunder will have been (i) in payment of a debt incurred in the ordinary course of business or financial affairs of the SPV and Agent agree, and each Investor by acquiring an Investment or other interest (ii) made in the Affected Assets agrees, to treat and report such Investment ordinary course of business or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all financial affairs of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this AgreementSPV.
(ii) The parties hereto acknowledge that Arrow and the SPV hereby grants intend that the sale, assignment and transfer of the Receivables and Related Security to the Agent (on behalf SPV under the First Tier Agreement shall be treated as a sale for all purposes, and each of the Investorsparties hereto is relying on such treatment. If, notwithstanding the intent of Arrow and the SPV, the sale, assignment and transfer of the Receivables and Related Security under the the First Tier Agreement shall for any reason be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, each of Arrow and the SPV represents and warrants as to itself that each remittance of Collections by Arrow to the SPV under the First Tier Agreement will have been (i) in payment of a security interest debt incurred by Arrow in the Accounts as additional collateral to secure ordinary course of business or financial affairs of Arrow and the payment SPV and performance (ii) made in the ordinary course of business or financial affairs of Arrow and the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iiii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Alternate Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of the SPV.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Arrow Electronics Inc)
Intended Characterization; Grant of Security Interest. (i) The SPVSeller, the Agent, the Managing Agents Administrative Agent and the Investors Purchasers intend that the sale, conveyance, transfer and assignment and transfer of all of the Seller’s right, title and interest in, to and under the Receivables and the other Affected Assets to the Administrative Agent (on behalf of the InvestorsSecured Parties) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, conveyance, transfer and assignment and transfer of the Seller’s right, title and interest in, to and under the Receivables and the other Affected Assets to the Administrative Agent (on behalf of the InvestorsSecured Parties) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, conveyance, transfer and assignment and transfer of the Seller’s right, title and interests in, to and under the Receivables and the other Affected Assets shall be treated as the grant of, and the SPV Seller hereby does grant, a security interest in all of its right, title and interest in, to and under the Receivables and the other Affected Assets to the Administrative Agent (on behalf of the Secured Parties) to secure the payment and performance of the SPVSeller’s obligations to the Agent (on behalf of the Investors) Secured Parties hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment herewith or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iiiii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors Alternate Purchasers hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPVthe Seller. The parties acknowledge that the foregoing sentence is not intended to have any effect on the intended true sale nature of the transfers pursuant to the each of the First Tier Agreement and the Sale and Conveyance Agreement.
(iii) Each of the parties hereto acknowledges that the Transferor and the Seller intend that the sale, conveyance, transfer and assignment of all of the Transferor’s right title and interest in, to and under the Receivables and the other Affected Assets to the Seller under the Sale and Conveyance Agreement to be true sales of the Affected Assets by the Transferor to the Seller for all purposes, and it is not the intention of the parties to the Assignments of Rents that the Leased Aircraft Collateral include any of the applicable Affected Assets to the extent that the Sale and Conveyance Agreement effects a true sale thereof from the Transferor to the Seller.
Appears in 1 contract
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. It is expressly agreed that the Excluded Amounts shall not be subject to the security interest of the Agent. The SPV hereby irrevocably authorizes the Agent and appoints the Agent, as its attorney-in-fact to act on behalf of the SPV, to file financing statements (and any amendments thereto or continuations thereof) naming the SPV as debtor and the Agent as secured party that are necessary or seller desirable in the Agent’s sole discretion to perfect and describing as to maintain the perfection and priority of the interest of the Investors in the Affected Assets, including financing statements that describe the collateral covered thereby as “all assets of the debtor’s personal property SPV whether now owned or assetsexisting or hereafter acquired or arising and wheresoever located, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto” or words to that of similar effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. This appointment is coupled with an interest and is irrevocable.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Blocked Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors hereunder, regardless of the intended true sale nature of the overall transaction, are financial accommodations (within the meaning of Section 365(c)(2) of the Bankruptcy Code) to or for the benefit of SPV.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Valvoline Inc)