Intended Characterization. The Originator, Funding and the Purchaser agree that any conveyance hereunder or under the Asset Purchase Agreement is intended to be a sale and conveyance of ownership of the Receivables and related Assets, rather than the mere granting of a security interest to secure a borrowing. If, notwithstanding such expressed interest, any such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby grants to) each of Funding and the Custodian, as agent for Funding, a perfected first priority security interest in such Receivables and related Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of, the Asset Purchase Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Funding may, to secure Funding's own obtainment of funds under the Asset Purchase Agreement (to the extent that the conveyance of the Receivables and related Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) all or a portion of the Receivables and related Assets pledged to Funding and not released from the security interest of this Agreement at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by Funding with or without a repledge and reassignment by Funding of its rights under this Agreement, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Funding or any assignee of Funding relating to such action by Funding in connection with the transactions contemplated by the Asset Purchase Agreement. [remainder of page intentionally blank]
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Intended Characterization. The Originator, Funding Sellers and the Purchaser Trust Depositor agree that any conveyance hereunder or under the Asset Purchase Sale and Servicing Agreement is intended to be a sale and absolute conveyance of ownership of the Receivables and related Assets, rather than the mere granting of a security interest to secure a borrowing. If, notwithstanding such expressed interest, any such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator each Seller shall be deemed to have granted (and hereby grants to) each of Funding and the Custodian, as agent for Funding, Trust Depositor a perfected first priority security interest in such Receivables and related Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of, the Asset Purchase Sale and Servicing Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Funding Trust Depositor may, to secure FundingTrust Depositor's own obtainment of funds under the Asset Purchase Sale and Servicing Agreement (to the extent that the conveyance of the Receivables and related Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) all or a portion of the Receivables and related Assets pledged to Funding Trust Depositor and not released from the security interest of this Agreement at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by Funding Trust Depositor with or without a repledge and reassignment by Funding Trust Depositor of its rights under this Agreement, and without further notice to or acknowledgment from the Originatorany Seller. The Originator Each Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Funding Trust Depositor or any assignee of Funding Trust Depositor relating to such action by Funding Trust Depositor in connection with the transactions contemplated by the Asset Purchase Sale and Servicing Agreement. [remainder of page intentionally blank].
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Intended Characterization. The Originator, Funding Sellers and the Purchaser Trust Depositor agree that any conveyance hereunder or under the Asset Purchase Sale and Servicing Agreement is intended to be a sale and absolute conveyance of ownership of the Receivables and related Assets, rather than the mere granting of a security interest to secure a borrowing. If, notwithstanding such expressed interest, any such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator each Seller shall be deemed to have granted (and hereby grants to) each of Funding the Trust Depositor and the Custodian, as agent for Fundingthe Trust Depositor, a perfected first priority security interest in such Receivables and related Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of, the Asset Purchase Sale and Servicing Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Funding Trust Depositor may, to secure FundingTrust Depositor's own obtainment of funds under the Asset Purchase Sale and Servicing Agreement (to the extent that the conveyance of the Receivables and related Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) all or a portion of the Receivables and related Assets pledged to Funding Trust Depositor and not released from the security interest of this Agreement at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by Funding Trust Depositor with or without a repledge and reassignment by Funding Trust Depositor of its rights under this Agreement, and without further notice to or acknowledgment from the Originatorany Seller. The Originator Each Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Funding Trust Depositor or any assignee of Funding Trust Depositor relating to such action by Funding Trust Depositor in connection with the transactions contemplated by the Asset Purchase Sale and Servicing Agreement. [remainder of page intentionally blank].
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Intended Characterization. The Originator, Funding and the Purchaser agree that any conveyance hereunder or under the Asset Purchase Agreement is intended to be a sale and conveyance of ownership of the Receivables and related Assets, rather than the mere granting of a security interest to secure a borrowing. If, notwithstanding such expressed interest, any such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator shall be deemed to have granted (and hereby grants to) each of Funding and the Custodian, as agent for Funding, a perfected first priority security interest in such Receivables and related Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of, the Asset Purchase Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Funding may, to secure Funding's own obtainment of funds under the Asset Purchase Agreement (to the extent that the conveyance of the Receivables and related Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) all or a portion of the Receivables and related Assets pledged to Funding and not released from the security interest of this Agreement at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by Funding with or without a repledge and reassignment by Funding of its rights under this Agreement, and without further notice to or acknowledgment from the Originator. The Originator waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Funding or any assignee of Funding relating to such action by Funding in connection with the transactions contemplated by the Asset Purchase Agreement. [remainder of page intentionally blank].
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Intended Characterization. The Originator, Funding Sellers and the Purchaser Trust Depositor agree that any conveyance hereunder or under the Asset Purchase Sale and Servicing Agreement is intended to be a sale and absolute conveyance of ownership of the Receivables and related Assets, rather than the mere granting of a security interest to secure a borrowing. If, notwithstanding such expressed interest, any such transfer is deemed to be of a mere security interest to secure indebtedness, the Originator each Seller shall be deemed to have granted (and hereby grants to) each of Funding the Trust Depositor and the Custodian, as agent for Fundingthe Trust Depositor, a perfected first priority security interest in such Receivables and related Assets and this Agreement shall constitute a security agreement under applicable law, securing the repayment of the purchase price paid hereunder and the obligations and/or interests provided for in this Agreement and in the order and priorities, and subject to the other terms and conditions of, the Asset Purchase Sale and Servicing Agreement, together with such other obligations or interests as may arise hereunder and thereunder in favor of the parties hereto and thereto. If such transfer is deemed to be the mere granting of a security interest to secure a borrowing, Funding the Trust Depositor may, to secure FundingTrust Depositor's own obtainment of funds under the Asset Purchase Sale and Servicing Agreement (to the extent that the conveyance of the Receivables and related Assets thereunder is deemed to be a mere granting of a security interest to secure a borrowing) repledge and reassign (i) all or a portion of the Receivables and related Assets pledged to Funding Trust Depositor and not released from the security interest of this Agreement at the time of such pledge and assignment, and (ii) all proceeds thereof. Such repledge and reassignment may be made by Funding Trust Depositor with or without a repledge and reassignment by Funding Trust Depositor of its rights under this Agreement, and without further notice to or acknowledgment from the Originatorany Seller. The Originator Each Seller waives, to the extent permitted by applicable law, all claims, causes of action and remedies, whether legal or equitable (including any right of setoff), against Funding Trust Depositor or any assignee of Funding Trust Depositor relating to such action by Funding Trust Depositor in connection with the transactions contemplated by the Asset Purchase Sale and Servicing Agreement. [remainder of page intentionally blank].
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