Common use of Intent of Parties; Security Interest Clause in Contracts

Intent of Parties; Security Interest. The Issuer and the Company hereby confirm that the transactions contemplated in this Agreement are intended as transfers, assignments, conveyances and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance and sale of any or all Company Assets, then the Company shall be deemed to have hereby pledged to the Issuer as security for the performance by the Company of all of its obligations from time to time arising hereunder and with respect to any and all purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,000, in which case, the Company shall be deemed to have granted a valid security interest) security interest in all of the Company Assets. In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns), (iii) the Issuer shall have all of the rights of a secured party with respect to the Company Assets pursuant to applicable law and (iv) in the manner consistent with this Agreement, the Company shall execute all documents, including, but not limited to, UCC financing statements, to effectively perfect and evidence Issuer's first priority security interest in the Company Assets except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,000. The Company also covenants not to pledge, assign or grant any security interest to any other party in any of the Company Assets. The consideration received and to be received by the Company in exchange for the transfer, assignment and conveyance of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the Company.

Intent of Parties; Security Interest. The Issuer and the Company hereby confirm that the transactions contemplated in this Agreement are intended as transfers, assignments, conveyances and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance and sale of any or all Company Assets, then the Company shall be deemed to have hereby pledged to the Issuer as security for the performance by the Company of all of its obligations from time to time arising hereunder and with respect to any and all purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,00025,000 and subject to Finance Leases or Secured Equipment Notes, in which case, the Company shall be deemed to have granted a valid security interest) security interest in all of the Company Assets. In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns)Issuer, (iii) the Issuer shall have all of the rights of a secured party with respect to the Company Assets pursuant to applicable law and (iv) in the manner consistent with this Agreementthe Amended and Restated Indenture, the Company shall execute all documents, including, but not limited to, UCC financing statements, to effectively perfect and evidence Issuer's first priority security interest in the Company Assets except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,00025,000 and subject to Finance Leases or Secured Equipment Notes. The Company also covenants not to pledge, assign or grant any security interest to any other party in any of the Company Assets. The consideration received and to be received by the Company in exchange for the transfer, assignment and conveyance of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the Company.

Intent of Parties; Security Interest. The Issuer and the Company hereby confirm that the transactions contemplated in this Agreement are intended as transfers, assignments, conveyances and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance and sale of any or all Company Assets, then the Company shall be deemed to have hereby pledged to the Issuer as security for the performance by the Company of all of its obligations from time to time arising hereunder and with respect to any and all purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,00020,000 and subject to Finance Leases or Secured Equipment Notes, in which case, the Company shall be deemed to have granted a valid security interest) security interest in all of the Company Assets. In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns)Issuer, (iii) the Issuer shall have all of the rights of a secured party with respect to the Company Assets pursuant to applicable law and (iv) in the manner consistent with this Agreementthe Amended and Restated Indenture, the Company shall execute all documents, including, but not limited to, UCC financing statements, to effectively perfect and evidence Issuer's first priority security interest in the Company Assets except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,00020,000 and subject to Finance Leases or Secured Equipment Notes. The Company also covenants not to pledge, assign or grant any security interest to any other party in any of the Company Assets. The consideration received and to be received by the Company in exchange for the transfer, assignment and conveyance of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the Company.

Intent of Parties; Security Interest. The Issuer and the Company hereby confirm that the transactions contemplated in this Agreement are intended as transfers, assignments, conveyances contributions and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance contribution and sale of any or all Company Assets, then the Company shall be deemed to have hereby pledged to the Issuer as security for the performance by the Company of all of its obligations from time to time arising hereunder and with respect to any and all purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,000, 20,000 in which case, the Company shall be deemed to have granted a valid security interest) security interest in all of the Company Assets. In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns)Issuer, (iii) the Issuer shall have all of the rights of a secured party with respect to the Company Assets pursuant to applicable law and (iv) in the manner consistent with this Agreementthe Amended and Restated Indenture, the Company shall execute all documents, including, but not limited to, UCC financing statements, to effectively perfect and evidence Issuer's first priority security interest in the Company Assets Assets, except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,00020,000. The Company also covenants not to pledge, assign or grant any security interest to any other party in any of the Company Assets. The consideration received and to be received by the Company in exchange for the transferassignment, assignment transfer and conveyance contribution of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the Company.

Intent of Parties; Security Interest. The Issuer Purchaser and the Company hereby Seller confirm that the transactions contemplated in this Agreement herein are intended as transfers, assignments, conveyances purchases and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance purchase and sale of any or all Company Assetsthe related Mortgage Loans, then the Company Seller shall be deemed to have hereby pledged to the Issuer Purchaser as security for the performance by the Company Seller of all of its obligations from time to time arising hereunder and with respect to under any and all purchases Purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer Purchaser a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,000, in which casesecurity interest in, the Company shall be deemed to have granted a valid security interest) security interest related Mortgage and all distributions in respect thereof, and the proceeds of any and all of the Company Assetsforegoing and any other Collateral. The Seller shall, with respect to each Purchase, execute a Receipt, Grant and Assignment substantially in the form of Exhibit C hereto, as applicable, pursuant to which the Seller shall reconfirm its grant to the Purchaser of a first priority security interest in, and lien upon, the Collateral. In furtherance of the foregoing, (i) this Purchase Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns), (iii) the Issuer Purchaser shall have all of the rights of a secured party with respect to the Company Assets Collateral pursuant to applicable law and (iviii) in the manner consistent with this Agreement, the Company Seller shall execute all documents, including, including but not limited toto (A) assignments of mortgages, UCC and (B) financing statementsstatements under the Uniform Commercial Code as in effect in any applicable jurisdictions, as the Purchaser may reasonably require to effectively perfect and evidence Issuerthe Purchaser's first priority security interest in the Company Assets except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,000Collateral. The Company Seller also covenants not to pledge, assign or grant any security interest to any other party in any of Mortgage Loan sold to the Company Assets. The consideration received and to be received by the Company in exchange for the transfer, assignment and conveyance of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the CompanyPurchaser.

Intent of Parties; Security Interest. The Issuer and the Company hereby confirm that the transactions contemplated in this Agreement are intended as transfers, assignments, conveyances contributions and sales rather than as loan transactions. In the event, for any reason, and solely in such event, any transaction hereunder is construed by any court or regulatory authority as a loan or other than a transfer, assignment, conveyance contribution and sale of any or all Company Assets, then the Company shall be deemed to have hereby pledged to the Issuer as security for the performance by the Company of all of its obligations from time to time arising hereunder and with respect to any and all purchases effected pursuant hereto, and shall be deemed to have either assigned or granted to the Issuer a first priority perfected (except Equipment for which the Original Equipment Cost is less than $25,000, in which case, the Company shall be deemed to have granted a valid security interest20,000) security interest in all of the Company Assets. In furtherance of the foregoing, (i) this Agreement shall constitute a security agreement, (ii) the Trustee shall be deemed to be a bailee for purposes of perfection of the security interest granted to Issuer (and its assigns)Issuer, (iii) the Issuer shall have all of the rights of a secured party with respect to the Company Assets pursuant to applicable law and (iv) in the manner consistent with this Agreementthe Indenture, the Company shall execute all documents, including, but not limited to, UCC financing statements, to effectively perfect and evidence Issuer's first priority security interest in the Company Assets Assets, except that UCC financing statements need not be filed with respect to Equipment for which the Original Equipment Cost is less than $25,00020,000. The Company also covenants not to pledge, assign or grant any security interest to any other party in any of the Company Assets. The consideration received and to be received by the Company in exchange for the transferassignment, assignment transfer and conveyance contribution of the Company Assets is intended to be fair consideration having value equivalent to or in excess of the value of the assets being transferred by the Company.