Common use of Intent of the Parties Clause in Contracts

Intent of the Parties. With respect to each sale of Loans pursuant to this Master Terms Purchase Agreement and the related Purchase Agreements, it is the intention of SLC, the Eligible Lender Trustee and SLC Receivables, and SLC hereby warrants that, the transfer and assignment constitute a valid sale of such Loans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), and that the beneficial interest in and title to such Loans not be part of SLC’s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), a first priority security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Purchase Agreement shall constitute a security agreement under applicable law. If such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trustee.

Intent of the Parties. With respect to each sale of Loans pursuant to this Master Terms Purchase Sale Agreement and the related Purchase Sale Agreements, it is the intention of SLCthe Seller, the Eligible Lender Trustee and SLC Receivablesthe Purchaser, and SLC the Seller hereby warrants that, the transfer and assignment constitute a valid sale of such Loans from SLC the Seller (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLCthe Seller) to SLC Receivables the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivablesthe Purchaser), and that the beneficial interest in and title to such Loans not be part of SLCthe Seller’s estate in the event of the bankruptcy of SLC the Seller or the appointment of a receiver with respect to SLCthe Seller. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC the Seller shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables the Purchaser (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivablesthe Purchaser), a first priority security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Purchase Sale Agreement shall constitute a security agreement under applicable law. If such transfer and assignment is deemed to be a pledge and not a sale, SLC the Seller and the Eligible Lender Trustee on behalf of SLC the Seller consent to SLC Receivables the Purchaser and the Eligible Lender Trustee on behalf of SLC ReceivablesPurchaser, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trustee.

Intent of the Parties. With respect to each sale of Loans pursuant to this Master Terms Purchase Agreement and the related Purchase Agreements, it is the intention of SLC, the Eligible Lender Trustee and SLC Receivables, and SLC hereby warrants that, the transfer and assignment constitute a valid sale of such Loans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), and that the beneficial interest in and title to such Loans not be part of SLC’s 's estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), a first priority security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Purchase Agreement shall constitute a security agreement under applicable law. If such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trustee.

Intent of the Parties. With respect to each sale of Loans pursuant to this Master Terms Purchase Agreement This Agreement, the applicable Pool Supplement and the related Purchase AgreementsReceivables Assignment is intended to effect a sale of each Receivables Pool by the Transferor to the Trust, it and the parties intend to treat each such transaction on a standalone basis as an independent sale for financial reporting purposes. It is the intention of SLCthe Transferor and the Trust that each sale, transfer, assignment and other conveyance of Receivables Pools contemplated by this Agreement, the Eligible Lender Trustee applicable Pool Supplement and SLC Receivables, and SLC hereby warrants that, the transfer and assignment constitute a valid related Receivables Assignment constitutes an independent sale of such Loans the related Purchased Property from SLC (and with respect the Transferor to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), Trust and that the beneficial interest in and title to each such Loans Receivables Pool shall not be part of SLCthe Transferor’s estate in the event of the bankruptcy of SLC or the appointment filing of a receiver bankruptcy petition by or against the Transferor under any bankruptcy law. Each sale, transfer, assignment and other conveyance contemplated by this Agreement, the applicable Pool Supplement and the related Receivables Assignment does not constitute and is not intended to result in any assumption by the Trust (or any of its assigns) of any obligation of the Transferor to the Obligors, Affiliates of the Transferor, insurers or any other Person in connection with respect any Receivables, any insurance policies or any agreement or instrument relating to SLCany of them, in each case related to such transfer and assignment. If Although the Parties intend that each sale, transfer, assignment and other conveyance contemplated by this Agreement, the applicable Pool Supplement and the related Receivables Assignment to be an independent sale, in the event any such transfer and assignment is deemed to be a pledge and not other than a sale, then the parties also intend and agree agree: (i) that SLC all filings described in this Agreement shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, give the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), Trust a first priority perfected security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after Receivables Pool and the Cutoff Date related Purchased Property and all proceeds thereof of any of the foregoing, in each case with respect to such transfer and that assignment; (ii) this Master Terms Purchase Agreement Agreement, together with the applicable Pool Supplement and the related Receivables Assignment, shall constitute be deemed to be the grant of, and the Transferor hereby grants to the Trust, a security interest from the Transferor to the Trust and the Administrative Agent as assignee in such Receivables and the related Purchased Property in order to secure its obligations hereunder with respect to such transfer and assignment; (iii) this Agreement, together with the applicable Pool Supplement and the related Receivables Assignment, shall be a security agreement under applicable law. If law for the purposes of each such transfer and assignment; and (iv) the Trust shall have all of the rights, powers and privileges of a secured party under the UCC with respect to each such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture TrusteePurchased Property related thereto.

Intent of the Parties. With respect to each sale of Loans pursuant The parties to this Master Terms Purchase Agreement intend that the sale, assignment and transfer of Purchased Assets to the related Purchase AgreementsAdministrative Agent (on behalf of the Purchasers) shall be treated as a sale for all purposes (other than for federal, it is state and local income and franchise tax purposes as provided in the intention following paragraph of SLCthis clause (e)). If notwithstanding the intent of the parties, the Eligible Lender Trustee and SLC Receivablessuch sale, and SLC hereby warrants that, the transfer and assignment constitute is not treated as a valid sale of for such Loans from SLC purposes, such sale, assignment and transfer shall be treated as the grant of, and the Seller does hereby grant to the Administrative Agent (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLCthe Purchasers) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), and that the beneficial interest in and title to such Loans not be part of SLC’s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), a first priority security interest in the following property to secure all of its the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent: all of the Seller’s right, title and interest in, to and under such Loansall Pool Assets, whether now or hereafter owned, existing or arising. The Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all payments assets of principal the debtor, whether now owned or interest on such Loans due after the Cutoff Datehereafter created, all other payments made in respect of such Loans after the Cutoff Date acquired or arising, and all proceeds thereof of the foregoing” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrative Agent, for the benefit of the Purchasers, shall have, with respect to the Pool Assets, and that in addition to all the other rights and remedies available to the Administrative Agent and the Purchasers, all the rights and remedies of a secured party under any applicable UCC. Notwithstanding the foregoing paragraph of this Master Terms Purchase Agreement shall constitute a security agreement under applicable law. If such transfer clause (e), the Seller Parties, the Administrative Agent and assignment is deemed the Purchasers intend and agree to be a pledge treat, for U.S. federal, state and not a local income and franchise tax (in the nature of income tax) purposes only, the sale, SLC assignment and transfer of the Eligible Lender Trustee Purchased Assets to the Administrative Agent (on behalf of SLC consent the Purchasers) as a loan to SLC Receivables the Seller secured by the Pool Assets. The provisions of this Agreement and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor all related Transaction Documents shall be construed to further these intentions of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trusteeparties.

Intent of the Parties. With respect (a) It is the intention of the parties hereto that each Purchase and reinvestment shall convey to each sale Owner, to the extent of Loans pursuant to this Master Terms Purchase Agreement its Receivable Interests, an undivided ownership interest in the Pool Receivables and the related Purchase AgreementsRelated Security and Collections in respect thereof and that such transaction shall constitute a purchase and sale and not a secured loan for all purposes other than for federal income tax purposes. If, notwithstanding such intention, the conveyance of the Receivable Interests from the Seller to the Agent shall ever be recharacterized as a secured loan and not a sale, it is the intention of SLC, the Eligible Lender Trustee and SLC Receivables, and SLC hereby warrants that, the transfer and assignment parties hereto that this Agreement shall constitute a valid sale of such Loans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables)security agreement under applicable law, and that the beneficial interest in and title to such Loans not be part of SLC’s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC Seller shall be deemed to have grantedgranted to the Agent, and in such event does hereby grant, grants to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables)Agent, a duly perfected first priority security interest in all of the Seller’s right, title and interest in, to and under the Receivables and the Related Security and Collections in respect thereof, free and clear of Adverse Claims, to secure the prompt and complete payment of the amounts due to the Agent, the Facility Agents and the Purchasers hereunder. In addition to the Pool Receivables acquired by the Agent (on behalf of the Purchasers) pursuant hereto, the Seller hereby grants to the Agent for the ratable benefit of the Purchasers a duly perfected first priority security interest in all of Seller’s right, title and interest in, to and under each Lock-Box Account and all agreements related thereto and all other assets in which the Agent on behalf of the Purchasers has acquired, may hereafter acquire and/or purports to have acquired an interest under this Agreement to secure the prompt and complete payment of the amounts due to the Agent, the Facility Agents and the Purchasers hereunder. The Agent shall have, in addition to the rights and remedies that it or any Facility Agent or Purchaser may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. Seller hereby authorizes the Agent, within the meaning of 9-509 of any applicable enactment of the UCC, as secured party for the benefit of itself and of the Facility Agents and the Purchasers, to file, without the signature of Seller or any Originator, as debtors, the UCC financing statements contemplated herein and under the Sale Agreement. (b) In connection with Seller’s assignment of its right, title and interest in, to and under such Loansthe Sale Agreement to the Agent hereunder, Seller agrees that the Agent shall have the right to enforce Seller’s rights and remedies under the Sale Agreement, to receive all payments amounts payable thereunder or in connection therewith, to consent to amendments, modifications or waivers thereof, and to direct, instruct or request any action thereunder, but in each case without any obligation on the part of principal the Agent or interest on such Loans due any Facility Agent or any of its or their respective Affiliates to perform any of the obligations of Seller under the Sale Agreement. To the extent that Seller enforces Seller’s rights and remedies under the Sale Agreement, from and after the Cutoff Dateoccurrence of an Event of Termination, all other payments made in respect and during the continuance thereof, the Agent shall have the exclusive right to direct such enforcement by Seller. Without limiting the generality of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Purchase foregoing, Seller shall not consent to the eligibility of Excluded Receivables without the prior consent of the Agent (acting at the direction of the Majority Facility Agents). (c) This Agreement shall constitute a security agreement under applicable law. If such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee transactions contemplated hereby have been structured with the intention (the “Intended Tax Characterization”) that they be treated as a financing transaction for purposes of federal, state and local income and franchise taxes and any other tax imposed on behalf of SLC consent to SLC Receivables or measured by income. Seller, the Facility Agents, the Purchasers and the Eligible Lender Trustee on behalf of SLC ReceivablesAgent agree to treat and report such investment or other interests in the Pool Receivables as indebtedness for U.S. federal and state income tax purposes. The parties hereto hereby agree that, hypothecating and transferring except as required by law, they will not file any tax returns or take any other position for any tax purpose that is inconsistent with such security interest in favor Intended Tax Characterization. (d) Each of the Indenture Trustee parties hereto further expressly acknowledges and transferring agrees that the obligation secured thereby Commitments of the 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 Indenture Trusteebenefit of Seller.

Intent of the Parties. With respect to each sale of Loans pursuant to this Master Terms Purchase Agreement and the related Purchase Agreements, it is the intention of SLC, the Eligible Lender Trustee and SLC Receivables, and SLC hereby warrants that, the transfer and assignment constitute a valid sale of such Loans from SLC (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), and that the beneficial interest in and title to such Loans not be part of SLC’s ' s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), a first priority security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after the Cutoff Date and all proceeds thereof and that this Master Terms Purchase Agreement shall constitute a security agreement under applicable law. If such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trustee.

Intent of the Parties. With respect to each sale of Loans pursuant to this Master Terms Purchase Agreement This Agreement, the applicable Pool Supplement and the related Purchase AgreementsSecond Step Receivables Assignment is intended to effect a sale of each Receivables Pool by the Transferor to the Purchasers, it and the parties intend to treat each such transaction as an independent sale for federal income tax and financial reporting purposes. It is the intention of SLCthe Transferor that each sale, transfer, assignment and other conveyance of each Receivables Pool contemplated by this Agreement, the Eligible Lender Trustee applicable Pool Supplement and SLC Receivables, and SLC hereby warrants that, the transfer and assignment constitute a valid related Second Step Receivables Assignment constitutes an independent sale of such Loans the related Purchased Property from SLC (and with respect the Transferor to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), Purchasers and that the beneficial interest in and title to each such Loans Receivables Pool shall not be part of SLCthe Transferor’s estate in the event of the filing of a bankruptcy petition by or against the Transferor under any bankruptcy law. Each sale, transfer, assignment and other conveyance contemplated by this Agreement, the applicable Pool Supplement and the related Second Step Receivables Assignment does not constitute and is not intended to result in any assumption by the Purchasers (or any of SLC its assigns) of any obligation of the Seller or the appointment Transferor to the Obligors, Affiliates of a receiver the Seller, insurers or any other Person in connection with respect any Receivables, any insurance policies or any agreement or instrument relating to SLCany of them, in each case related to such transfer and assignment. If Although the parties intend that each sale, transfer, assignment and other conveyance contemplated by this Agreement, the applicable Pool Supplement and the related Second Step Receivables Assignment to be an independent sale, in the event any such transfer and assignment is deemed to be a pledge and not other than a sale, then the parties also intend and agree (i) that SLC all filings described in this Agreement shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, give the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), Purchasers a first priority perfected security interest in all of its right, title and interest in, to and under such Loans, all payments of principal or interest on such Loans due after the Cutoff Date, all other payments made in respect of such Loans after Receivables Pool and the Cutoff Date related Purchased Property and all proceeds thereof of any of the foregoing, in each case with respect to such transfer and that assignment; (ii) this Master Terms Purchase Agreement Agreement, together with the applicable Pool Supplement and the related Second Step Receivables Assignment, shall constitute be deemed to be the grant of, and the Transferor hereby grants to the Purchasers, a security interest from the Transferor to the Purchasers in such Receivables and the related Purchased Property in order to secure its obligations hereunder with respect to such transfer and assignment; (iii) this Agreement, together with the applicable Pool Supplement and the related Second Step Receivables Assignment, shall be a security agreement under applicable law. If law for the purpose of each such transfer and assignment; and (iv) the Purchasers shall have all of the rights, powers and privileges of a secured party under the UCC with respect to each such transfer and assignment is deemed to be a pledge and not a sale, SLC and the Eligible Lender Trustee on behalf of SLC consent to SLC Receivables and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor of the Indenture Trustee and transferring the obligation secured thereby to the Indenture TrusteePurchased Property related thereto.

Intent of the Parties. With respect to each sale of Loans pursuant The parties to this Master Terms Purchase Agreement intend that the sale, assignment and transfer of Purchased Assets to the related Purchase AgreementsAdministrative Agent (on behalf of the Purchasers) shall be treated as a sale for all purposes (other than for federal, it is state and local income and franchise tax purposes as provided in the intention following paragraph of SLCthis clause (e)). If notwithstanding the intent of the parties, the Eligible Lender Trustee and SLC Receivablessuch sale, and SLC hereby warrants that, the transfer and assignment constitute is not treated as a valid sale of for such Loans from SLC purposes, such sale, assignment and transfer shall be treated as the grant of, and the Seller does hereby grant to the Administrative Agent (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLCthe PurchasersInvestor Parties) to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), and that the beneficial interest in and title to such Loans not be part of SLC’s estate in the event of the bankruptcy of SLC or the appointment of a receiver with respect to SLC. If such transfer and assignment is deemed to be a pledge and not a sale, then the parties also intend and agree that SLC shall be deemed to have granted, and in such event does hereby grant, to SLC Receivables (and with respect to legal title, the Eligible Lender Trustee for the benefit of and on behalf of SLC Receivables), a first priority security interest in the following property to secure all of its the Seller’s obligations (monetary or otherwise) under this Agreement and the other Transaction Documents to which it is a party, whether now or hereafter existing or arising, due or to become due, direct or indirect, absolute or contingent: all of the Seller’s right, title and interest in, to and under such Loansall Pool Assets, whether now or hereafter owned, existing or arising. The Seller hereby authorizes the Administrative Agent to file financing statements describing as the collateral covered thereby as “all payments assets of principal the debtor, whether now owned or interest on such Loans due after the Cutoff Datehereafter created, all other payments made in respect of such Loans after the Cutoff Date acquired or arising, and all proceeds thereof of the foregoing” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement. The Administrative Agent, for the benefit of the PurchasersInvestor Parties, shall have, with respect to the PoolPurchased Assets, and that in addition to all the other rights and remedies available to the Administrative Agent and the PurchasersInvestor Parties, all the rights and remedies of a secured party under any applicable UCC. Notwithstanding the foregoing paragraph of this Master Terms Purchase Agreement shall constitute a security agreement under applicable law. If such transfer clause (e), the Seller Parties, the Administrative Agent and assignment is deemed the PurchasersInvestor Parties intend and agree to be a pledge treat, for U.S. federal, state and not a local income and franchise tax (in the nature of income tax) purposes only, the sale, SLC assignment and transfer of the Eligible Lender Trustee Purchased Assets to the Administrative Agent (on behalf of SLC consent the PurchasersInvestor Parties) as a loan or loans to SLC Receivables the Seller secured by the PoolPurchased Assets. The provisions of this Agreement and the Eligible Lender Trustee on behalf of SLC Receivables, hypothecating and transferring such security interest in favor all related Transaction Documents shall be construed to further these intentions of the Indenture Trustee and transferring the obligation secured thereby to the Indenture Trusteeparties.