Common use of Intent; Savings Clause Clause in Contracts

Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable transfer, conveyance, assignment and contribution, without recourse (except as set forth in Section 4.04) of the Contributed Assets by Contributor to Contributee, and immediately after giving effect to the transfer contemplated by Section 2.01(a) on the Closing Date or Section 2.01(b) on any Contribution Date, Contributor will have no further interest (legal or equitable) in the Contributed Assets and the Contributed Assets will not be property of Contributor’s estate in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate with respect to any Contributed Asset. The parties agree to treat each transfer pursuant to Section 2.01 for all purposes (including financial accounting purposes) as an absolute transfer on all relevant books, records, financial statements and other documents. (b) If, notwithstanding Section 2.03(a), the transfer of the Contributed Assets on any Contribution Date pursuant to this Agreement is recharacterized by a court of competent jurisdiction or otherwise as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Contributor intends that Contributee have a first priority perfected security interest in, and a lien on, the Contributed Assets to secure an obligation of Contributor to Contributee in an amount equal to the aggregate face value of the Contributed Assets plus accrued interest. (c) Accordingly, if a Recharacterization Event occurs, Contributor shall be deemed to have granted, and Contributor does hereby grant, to Contributee a security interest in all of Contributor’s right title and interest in, to, and under the Contributed Assets, all books and records related thereto and the income and any proceeds resulting therefrom, and this Agreement shall be deemed to be a security agreement for such purpose. (d) If a Recharacterization Event occurs, Contributee will have all of the rights and remedies of a secured party under the UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the UCC) and Contributor will have all the rights of a debtor granting a lien under the UCC (including the rights of a debtor granting a lien under Section 9-623). (e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that, notwithstanding any other provision of law, including but not limited to, Section 9-623 of the UCC: (i) Any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Contributor; (ii) None of Contributor, its respective creditors or, in any insolvency proceeding with respect to Contributor or Contributor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Contributor any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement; (iii) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to any Contributor or any Contributor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of such Contributor’s property, assets, rights or estate; and (iv) The transactions contemplated by this Agreement, the LLC Agreement and the Credit Agreement constitute a “securitization transaction” as such term is used in the Securitization Act.

Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable transfer, conveyance, assignment and contribution, without recourse (except as set forth in Section 4.044.4) of the Contributed Assets by Contributor to Contributee, and immediately after giving effect to the transfer contemplated by Section 2.01(a2.1(a) on the Closing Date or Section 2.01(b2.1(b) on any Contribution Date, Contributor will have no further interest (legal or equitable) in the Contributed Assets and the Contributed Assets will not be property of Contributor’s estate in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate with respect to any Contributed Asset. The parties agree to treat each transfer pursuant to Section 2.01 2.1 for all purposes (including financial accounting purposes) as an absolute transfer on all relevant books, records, financial statements and other documents. (b) If, notwithstanding Section 2.03(a2.3(a), the transfer of the Contributed Assets on any Contribution Date pursuant to this Agreement is recharacterized by a court of competent jurisdiction or otherwise as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Contributor intends that Contributee have a first priority perfected security interest in, and a lien on, the Contributed Assets to secure an obligation of Contributor to Contributee in an amount equal to the aggregate face value of the Contributed Assets plus accrued interest. (c) Accordingly, if a Recharacterization Event occurs, Contributor shall be deemed to have granted, and Contributor does hereby grant, to Contributee a security interest in all of Contributor’s right title and interest in, to, and under the Contributed Assets, all books and records related thereto and the income and any proceeds resulting therefrom, and this Agreement shall be deemed to be a security agreement for such purpose. (d) If a Recharacterization Event occurs, Contributee will have all of the rights and remedies of a secured party under the UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the UCC) and Contributor will have all the rights of a debtor granting a lien under the UCC (including the rights of a debtor granting a lien under Section 9-623). (e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that, notwithstanding any other provision of law, including but not limited to, Section 9-623 of the UCC: (i) Any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Contributor; (ii) None of Contributor, its respective creditors or, in any insolvency proceeding with respect to Contributor or Contributor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Contributor any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement; (iii) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to any Contributor or any Contributor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of such Contributor’s property, assets, rights or estate; and (iv) The transactions contemplated by this Agreement, the LLC Agreement and the Credit Agreement constitute a “securitization transaction” as such term is used in the Securitization Act.

Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable absolute transfer, conveyance, assignment sale and contribution, without recourse (except as set forth in Section 4.04) Assignment of the Contributed Purchased Assets by Contributor to ContributeePurchaser and, and immediately after giving effect to the transfer contemplated by Section 2.01(a) on the Closing Date or Section 2.01(b) on each such sale, neither Seller nor any Contribution Date, Contributor Third-Party Transferor will have no any further interest (legal or equitable) in the Contributed Assets such Purchased Assets. Each of Seller and the Contributed Assets will not be property of Contributor’s estate in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate with respect to any Contributed Asset. The parties Purchaser agree to treat each transfer sale of Purchased Assets pursuant to Section 2.01 this Article II for all purposes (including other than for financial accounting and U.S. federal income tax purposes) as an absolute transfer on all relevant books, records, financial statements and other documents. (b) If, notwithstanding Section 2.03(a), documents with respect to the Purchased Assets so sold. If the transfer of the Contributed Purchased Assets on any Contribution Date pursuant to this Agreement on one or more Acquisition Dates (taken together with the payment of the Asset Purchase Price or the portion thereof that is recharacterized by a court of competent jurisdiction or otherwise payable in cash) is characterized as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Contributor Seller intends that Contributee the Purchaser have a first priority priority, perfected security interest in, and a lien on, the Contributed Purchased Assets to secure an obligation of Contributor Seller to Contributee in pay to the Purchaser an amount (the “Seller Secured Amount”) equal to, without duplication, the sum of the Note Balance from time to time outstanding, plus all interest accrued thereon, plus all accrued and unpaid Unused Fee Amounts and L/C Fee Amounts, plus all reimbursement obligations due to the aggregate face value Issuing Bank under the Reimbursement Agreement, plus all interest accrued thereon, plus all other obligations of Seller and/or the Contributed Assets plus accrued interest. (c) Issuer to the Purchaser, the Indenture Trustee, the Custodian, the Back-Up Servicer, any Hedge Counterparty, the Issuing Bank, the Note Purchaser, the New Note Purchaser and/or the Note Purchaser Agent under the Basic Documents. Accordingly, if a Recharacterization Event occurs, Contributor Seller shall be deemed to have granted, and Contributor Seller does hereby grant, to Contributee the Purchaser a security interest in all of Contributor’s right title and interest in, to, to and under the Contributed AssetsPurchased Assets and all proceeds thereof, all books and records related thereto and whether now existing or hereafter acquired, in each case to secure the income and any proceeds resulting therefromobligation of Seller set forth in Section 2.8(b), and this Agreement shall be deemed to be constitute a security agreement for such purposeunder Applicable Law. (db) If Seller agrees to pay to Purchaser, on demand, and Seller shall have the right to prepay, an amount equal to the applicable Seller Secured Amount on or after any date on which a Recharacterization Event occurshas occurred with respect to any Purchased Asset. If, Contributee after demand by Purchaser, Seller fails to pay to Purchaser an amount equal to the applicable Seller Secured Amount with respect to any Loan (i) Purchaser will have all of the rights and remedies of a secured party under the UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the UCC) and Contributor (ii) Seller will have all the rights of a debtor granting a lien under the UCC (including the rights of a debtor granting a lien under Section 9-623). (e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that, notwithstanding any other provision of law, including but not limited to, Section 9-623 of the UCC: (i) Any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Contributor; (ii) None of Contributor, its respective creditors or, in any insolvency proceeding with respect to Contributor or Contributor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Contributor any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement; (iii) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to any Contributor or any Contributor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of such Contributor’s property, assets, rights or estate; and (iv) The transactions contemplated by this Agreement, the LLC Agreement and the Credit Agreement constitute a “securitization transaction” as such term is used in the Securitization Act).

Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable transfer, conveyance, assignment and contribution, without recourse (except as set forth in Section 4.04) a sale of the Contributed Assets Assignment Interest by Contributor Seller to ContributeeNewco and, and immediately after giving effect to the transfer contemplated by Section 2.01(a) on the Closing Date or Section 2.01(b) on any Contribution Date2.1, Contributor Seller will have no further interest (legal or equitable) in any of the Contributed Assets and Assignment Interest. The Seller hereby authorizes the Contributed Assets will not be property filing under the UCC of Contributor’s estate a financing statement in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate form attached hereto as Exhibit A with respect to the sale of the Assignment Interest by Seller to Newco, and any Contributed Asset. The parties agree to treat each transfer pursuant to Section 2.01 for all purposes continuation statements (including financial accounting purposesamendments to effect such continuation) as an absolute transfer on all relevant books, records, financial statements and other documentsrequired under the UCC with respect thereto reasonably requested by Newco (subject to confidentiality obligations under the GGL Agreements) in order to evidence such sale. (b) If, notwithstanding Section 2.03(a2.4(a), the transfer of the Contributed Assets on any Contribution Date Assignment Interest pursuant to this Agreement (taken together with the Declaration of Trust) is recharacterized by a court of competent jurisdiction or otherwise characterized as a collateral transfer for security or as a financing transaction (a “"Recharacterization Event”"), Contributor Seller intends that Contributee Newco have a first priority priority, perfected security interest in, and a lien on, the Contributed Assets Assignment Interest to secure an obligation of Contributor Seller to Contributee in pay to Newco an amount (the "Seller Secured Amount") equal to the aggregate face value of the Contributed Assets plus accrued interest. (c) Assignment Interest. Accordingly, if a Recharacterization Event occurs, Contributor Seller shall be deemed to have granted, and Contributor Seller does hereby grant, to Contributee a security interest in all of Contributor’s right title and interest in, to, to and under the Contributed AssetsAssignment Interest and all proceeds thereof, all books and records related thereto and whether now owned or existing or hereafter acquired, in each case to secure the income and any proceeds resulting therefrom, and this Agreement shall be deemed to be a security agreement for such purposeobligation of the Seller set forth in Section 2.4(c). (dc) If a Recharacterization Event occurshas occurred, Contributee will Seller agrees to pay or cause to be paid to Newco all amounts that would have all been required to be paid to Newco if the Recharacterization Event had not occurred; such payments to be made when, as and if payments of the Assignment Interest are received from GGL. The maximum amount payable by Seller to Newco pursuant to this Section 2.4 shall be the Seller Secured Amount. If Seller fails to pay to Newco any such amounts, (i) Newco may exercise all rights and remedies of a secured party under the relevant UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the relevant UCC) and Contributor will have (ii) Seller may exercise all of the rights of a debtor granting a lien under the relevant UCC (including the rights of a debtor granting a lien under Section 9-623). (e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that, notwithstanding any other provision of law, including but not limited to, Section 9-623 of the UCC: (i) Any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Contributor; (ii) None of Contributor, its respective creditors or, in any insolvency proceeding with respect to Contributor or Contributor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Contributor any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement; (iii) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to any Contributor or any Contributor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of such Contributor’s property, assets, rights or estate; and (iv) The transactions contemplated by this Agreement, the LLC Agreement and the Credit Agreement constitute a “securitization transaction” as such term is used in the Securitization Act.

Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable absolute transfer, conveyance, assignment sale and contribution, without recourse (except as set forth in Section 4.04) Assignment of the Contributed Purchased Assets by Contributor to ContributeePurchaser and, and immediately after giving effect to the transfer contemplated by Section 2.01(a) on the Closing Date or Section 2.01(b) on each such sale, neither Seller nor any Contribution Date, Contributor Third-Party Transferor will have no any further interest (legal or equitable) in the Contributed Assets such Purchased Assets. Each of Seller and the Contributed Assets will not be property of Contributor’s estate in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate with respect to any Contributed Asset. The parties Purchaser agree to treat each transfer sale of Purchased Assets pursuant to Section 2.01 this ARTICLE II for all purposes (including other than for financial accounting and U.S. federal income tax purposes) as an absolute transfer on all relevant books, records, financial statements and other documents. (b) If, notwithstanding Section 2.03(a), documents with respect to the Purchased Assets so sold. If the transfer of the Contributed Purchased Assets on any Contribution Date pursuant to this Agreement on one or more Acquisition Dates (taken together with the payment of the Asset Purchase Price or the portion thereof that is recharacterized by a court of competent jurisdiction or otherwise payable in cash) is characterized as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Contributor the Seller intends that Contributee the Purchaser have a first priority priority, perfected security interest in, and a lien on, the Contributed Purchased Assets to secure an obligation of Contributor the Seller to Contributee in pay to the Purchaser an amount (the “Seller Secured Amount”) equal to the aggregate face value sum of the Contributed Assets Note Balance from time to time outstanding, plus all interest accrued interest. (c) thereon, plus all accrued and unpaid Unused Fee Amounts, plus all other obligations of the Seller to the Purchaser, the Indenture Trustee, the Custodian, the Back-Up Servicer and/or the Note Purchaser under the Basic Documents. Accordingly, if a Recharacterization Event occurs, Contributor the Seller shall be deemed to have granted, and Contributor the Seller does hereby grant, to Contributee the Purchaser a security interest in all of Contributor’s right title and interest in, to, to and under the Contributed AssetsPurchased Assets and all proceeds thereof, all books and records related thereto and whether now existing or hereafter acquired, in each case to secure the income and any proceeds resulting therefromobligation of the Seller set forth in Section 2.8(b), and this Agreement shall be deemed to be constitute a security agreement for such purposeunder Applicable Law. (db) If Seller agrees to pay to Purchaser, on demand, and Seller shall have the right to prepay, an amount equal to the applicable Seller Secured Amount on or after any date on which a Recharacterization Event occurshas occurred with respect to any Purchased Asset. If, Contributee after demand by Purchaser, Seller fails to pay to Purchaser an amount equal to the applicable Seller Secured Amount with respect to any Loan (i) Purchaser will have all of the rights and remedies of a secured party under the UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the UCC) and Contributor (ii) Seller will have all the rights of a debtor granting a lien under the UCC (including the rights of a debtor granting a lien under Section 9-623). (e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that, notwithstanding any other provision of law, including but not limited to, Section 9-623 of the UCC: (i) Any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Contributor; (ii) None of Contributor, its respective creditors or, in any insolvency proceeding with respect to Contributor or Contributor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Contributor any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement; (iii) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to any Contributor or any Contributor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of such Contributor’s property, assets, rights or estate; and (iv) The transactions contemplated by this Agreement, the LLC Agreement and the Credit Agreement constitute a “securitization transaction” as such term is used in the Securitization Act).

Intent; Savings Clause. (a) This Agreement is intended to effect an absolute, irrevocable transfer, conveyance, assignment and contribution, without recourse (except as set forth in Section 4.04) a sale of the Contributed Assets Assignment Interest by Contributor Seller to ContributeeNewco and, and immediately after giving effect to the transfer contemplated by Section 2.01(a) on the Closing Date or Section 2.01(b) on any Contribution Date2.1, Contributor Seller will have no further interest (legal or equitable) in any of the Contributed Assets and Assignment Interest. The Seller hereby authorizes the Contributed Assets will not be property filing under the UCC of Contributor’s estate a financing statement in the event of a bankruptcy of Contributor and Contributee shall have the absolute right to take whatever action it may deem appropriate form attached hereto as Exhibit A with respect to the sale of the Assignment Interest by Seller to Newco, and any Contributed Asset. The parties agree to treat each transfer pursuant to Section 2.01 for all purposes continuation statements (including financial accounting purposesamendments to effect such continuation) as an absolute transfer on all relevant books, records, financial statements and other documentsrequired under the UCC with respect thereto reasonably requested by Newco (subject to confidentiality obligations under the GGL Agreements) in order to evidence such sale. (b) If, notwithstanding Section 2.03(a2.4(a), the transfer of the Contributed Assets on any Contribution Date Assignment Interest pursuant to this Agreement (taken together with the Declaration of Trust) is recharacterized by a court of competent jurisdiction or otherwise characterized as a collateral transfer for security or as a financing transaction (a “Recharacterization Event”), Contributor Seller intends that Contributee Newco have a first priority priority, perfected security interest in, and a lien on, the Contributed Assets Assignment Interest to secure an obligation of Contributor Seller to Contributee in pay to Newco an amount (the “Seller Secured Amount”) equal to the aggregate face value of the Contributed Assets plus accrued interest. (c) Assignment Interest. Accordingly, if a Recharacterization Event occurs, Contributor Seller shall be deemed to have granted, and Contributor Seller does hereby grant, to Contributee a security interest in all of Contributor’s right title and interest in, to, to and under the Contributed AssetsAssignment Interest and all proceeds thereof, all books and records related thereto and whether now owned or existing or hereafter acquired, in each case to secure the income and any proceeds resulting therefrom, and this Agreement shall be deemed to be a security agreement for such purposeobligation of the Seller set forth in Section 2.4(c). (dc) If a Recharacterization Event occurshas occurred, Contributee will Seller agrees to pay or cause to be paid to Newco all amounts that would have all been required to be paid to Newco if the Recharacterization Event had not occurred; such payments to be made when, as and if payments of the Assignment Interest are received from GGL. The maximum amount payable by Seller to Newco pursuant to this Section 2.4 shall be the Seller Secured Amount. If Seller fails to pay to Newco any such amounts, (i) Newco may exercise all rights and remedies of a secured party under the relevant UCC (including the rights of a secured party obtaining a lien under Section 9-608 of the relevant UCC) and Contributor will have (ii) Seller may exercise all of the rights of a debtor granting a lien under the relevant UCC (including the rights of a debtor granting a lien under Section 9-623). (e) For purposes of complying with the requirements of the Asset-Backed Securities Facilitation Act of the State of Delaware, 6 Del. C. § 2701A, et seq. (the “Securitization Act”), each of the parties hereto hereby agrees that, notwithstanding any other provision of law, including but not limited to, Section 9-623 of the UCC: (i) Any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement shall be deemed to no longer be the property, assets or rights of Contributor; (ii) None of Contributor, its respective creditors or, in any insolvency proceeding with respect to Contributor or Contributor’s property, a bankruptcy trustee, receiver, debtor, debtor in possession or similar person, to the extent the issue is governed by Delaware law, shall have any rights, legal or equitable, whatsoever to reacquire, reclaim, recover, repudiate, disaffirm, redeem or recharacterize as property of Contributor any property, assets or rights purported to be transferred, in whole or in part, by Contributor pursuant to this Agreement; (iii) In the event of a bankruptcy, receivership or other insolvency proceeding with respect to any Contributor or any Contributor’s property, to the extent the issue is governed by Delaware law, such property, assets and rights shall not be deemed to be part of such Contributor’s property, assets, rights or estate; and (iv) The transactions contemplated by this Agreement, the LLC Agreement and the Credit Agreement constitute a “securitization transaction” as such term is used in the Securitization Act.