Common use of Intended Characterization; Grant of Security Interest Clause in Contracts

Intended Characterization; Grant of Security Interest. (i) The SPV, each Funding Agent, the 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 Related Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than 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 Funding Agents shall be characterized as a secured loan and not a sale for all purposes (other than 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), 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 for the benefit of the Funding Agents (on behalf of the related 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. 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 (ii) made in the ordinary course of business or financial affairs of the SPV.

Intended Characterization; Grant of Security Interest. (i) The SPV, each Funding Agent, the 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 Related Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than 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 Funding Agents shall be characterized as a secured loan and not a sale for all purposes (other than 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), 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 for the benefit of the Funding Agents (on behalf of the related Conduit Investors 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. 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 (ii) made in the ordinary course of business or financial affairs of the SPV.

Intended Characterization; Grant of Security Interest. (i) The SPV, each Funding the Agent, the Administrative Agent Managing Agents 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 Related Alternate Investors as applicableInvestors) hereunder shall be treated as a sale for all purposes, other than U.S. 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 Funding Agents shall be characterized Agent (on behalf of the Investors) is not treated as a secured loan and not a sale for all purposes (purposes, other than U.S. 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), 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 for to the benefit of the Funding Agents Agent (on behalf of the related Conduit Investors and/or the Related Alternate Investors as applicableInvestors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. In The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the case 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 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 Recharacterization, amendments thereto or continuations thereof) naming the SPV represents as debtor and warrants the Agent as secured party that each remittance of Collections to the Administrative Agent, any Funding Agent are necessary or any Purchaser Group hereunder will have been (i) in payment of a debt incurred desirable in the ordinary course Agent’s sole discretion to perfect and to maintain the perfection and priority of business or financial affairs the interest of the Investors in the Affected Assets, including financing statements that describe the collateral covered thereby as “all assets of the SPV whether now owned or existing or hereafter acquired or arising and (ii) made in the ordinary course wheresoever located, together with all products and proceeds thereof, substitutions and replacements therefor, and additions and accessions thereto” or words of business or financial affairs of the SPVsimilar effect. This appointment is coupled with an interest and is irrevocable.