Treatment of Transfer; Backup Grant of Security Interest. (a) Each party hereto (i) agrees that each Transfer shall be a sale or contribution of a participation interest in the relevant Transferred Asset for all relevant purposes (other than tax and accounting purposes) and (ii) intends, and has as its business objective, that each Transfer be an absolute transfer and not be a transfer as security for a loan. The relationship between the Financing Subsidiary and the Issuer shall be that of seller and buyer. Neither party is a trustee or agent for the other party, nor does either party have any fiduciary obligations to the other party. This Agreement shall not be construed to create a partnership or joint venture between the parties hereto.
Treatment of Transfer; Backup Grant of Security Interest. (a) Each party hereto (i) agrees that each Transfer shall be a sale for all relevant purposes and (ii) intends, and has as its business objective, that each Transfer be an absolute transfer and not be a transfer as security for a loan. The relationship between the Transferor and the Transferee shall be that of seller and buyer. Neither is a trustee or agent for the other, nor does either have any fiduciary obligations to the other. This Agreement shall not be construed to create a partnership or joint venture between the parties hereto.
Treatment of Transfer; Backup Grant of Security Interest. (a) Each party hereto (i) agrees that each Transfer shall be a sale for all relevant purposes (other than for tax purposes) and (ii) intends, and has as its business objective, that (x) each Transfer be an absolute transfer and not be a transfer as security for a loan; provided that, with respect to any Participated Collateral Asset, the Transferee shall not be the record owner of legal title of the Collateral Asset until the Elevation Date of such Participated Collateral Asset, and (y) each Transfer as contemplated by this Agreement constitutes a conveyance, transfer and assignment of such Sold Collateral Asset or Participation Interest, as applicable, including all beneficial and economic interests in the applicable Collateral Asset from the Transferor to the Transferee, leaving, in the case of a Participation Interest, the Transferor with only “bare legal title” to such underlying loan and the proceeds and any related collateral, such that the Sold Collateral Asset or Participation Interest (including such beneficial interest in the underlying loan and the proceeds and any related collateral) shall not be part of the Transferor’s estate, as determined pursuant to Section 541(d) of Title 11 of the United States Code (as amended, the “Bankruptcy Code”), in the event of the filing of a bankruptcy petition by or against the Transferor under the Bankruptcy Code. The relationship between the Transferor and Transferee shall be that of seller and buyer. No party hereto is a trustee or agent for the other or has any fiduciary obligations to any other party. This Agreement shall not be construed to create a partnership or joint venture between the parties hereto.
Treatment of Transfer; Backup Grant of Security Interest. (a) Each party hereto (i) agrees that each Transfer shall be a sale or contribution of a participation interest in the relevant Transferred Asset for all relevant purposes (other than tax and accounting purposes) and (ii) intends, and has as its business objective, that each Transfer be an absolute transfer and not be a transfer as security for a loan. The relationship between the Financing Subsidiary and the Issuer shall be that of seller and buyer. Neither party is a trustee or agent for the other party, nor does either party have any fiduciary obligations to the other party. This Agreement shall not be construed to create a partnership or joint venture between the parties hereto. (b) If, notwithstanding such intention, any Transfer is characterized by a court of competent jurisdiction as a transfer as security for a loan rather than a sale of a participation interest in the relevant Transferred Asset, or any Transfer shall for any reason be ineffective to transfer to the Issuer all of the Financing Subsidiary’s right, title and interest in any Transferred Asset (including the Interest Proceeds and Principal Proceeds by it with respect to such Transferred Asset), then the Financing Subsidiary shall be deemed to have granted to the Issuer, and the Financing Subsidiary hereby grants to the Issuer, a security interest in and lien on all the Financing Subsidiary’s right, title and interest in and to such Transferred Asset (including the Issuer’s Pro Rata Share of any Interest Proceeds and Principal Proceeds received by the Financing Subsidiary with respect to such Transferred Asset), whether now existing or hereafter acquired, in order to secure such loan and all other obligations of the Financing Subsidiary hereunder. (c) After the Settlement Date, the Financing Subsidiary shall record in the Financing Subsidiary’s books and records the fact that the Financing Subsidiary is no longer the beneficial owner of the Transferred Assets conveyed to the Issuer hereunder and, after the relevant Elevation Date with respect to any Transferred Asset, the Financing Subsidiary shall record in the Financing Subsidiary’s books and records the fact that the Financing Subsidiary is no longer the record owner or beneficial owner of such Transferred Asset. After the Settlement Date, the Issuer shall record in the Issuer’s books and records that fact that the Issuer is the beneficial owner of the Transferred Assets and, after the relevant Elevation Date with respect to any Tran...
Treatment of Transfer; Backup Grant of Security Interest. (a) Each party hereto (i) agrees that each Transfer shall be a sale or contribution of a participation interest in the relevant Transferred Asset for all relevant purposes (other than tax and accounting purposes), (ii) intends, and has as its business objective, that each Transfer be an absolute and irrevocable transfer, without reservation or retention of ownership whatsoever by the Sole Shareholder of the Transferred Assets, and not be a transfer as security for a loan, (iii) agrees and acknowledges that the Sole Shareholder shall have no right hereunder to reacquire any Transferred Asset and the Issuer shall be entitled to dispose of any such Transferred Asset in its discretion and shall have no duty or obligation to account to the Sole Shareholder in respect thereof nor any recourse to the Sole Shareholder in connection with any such disposition, and (iv) each Transfer and any subsequent assignment of the Sole Shareholder's interest in the relevant Transferred Asset shall constitute assets owned by the Issuer, and not part of the Sole Shareholder’s estate, in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy or similar law. The relationship between the Sole Shareholder and the Issuer shall be that of seller and buyer. Neither party is a trustee or agent for the other party, nor does either party have any fiduciary obligations to the other party. This Agreement shall not be construed to create a partnership or joint venture between the parties hereto.
Treatment of Transfer; Backup Grant of Security Interest. (a) Each party hereto intends, and has as its business objective, that each Transfer be an absolute transfer and not be a transfer as security for a loan. Except as set forth in this Agreement, neither party is a trustee or agent for the other party, nor does either party have any fiduciary obligations to the other party. This Agreement shall not be construed to create a partnership or joint venture between the parties hereto. If, notwithstanding such intention, any Transfer is characterized by a court of competent jurisdiction as a transfer as security for a loan rather than a sale, then Seller shall be deemed to have granted to Buyer, and Seller hereby grants to Buyer, a security interest in and lien on all of Seller’s right, title and interest in and to such Transferred Asset (including the Income Collections thereon), whether now existing or hereafter acquired, in order to secure such loan and all other obligations of Seller hereunder.
