Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of the Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale, in part, and a capital contribution, in part, by the Seller to the Depositor and not a loan secured by the Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale and contribution, it is the intention of the parties hereto that the Seller shall be deemed to have granted to the Depositor as of the date hereof a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under the Assets and the QSTL Assets (as hereinafter defined) specified in Section 2(a) hereof and Section 6(f) hereof, respectively, and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the 3 The characterization of the Seller as “debtor” and the Depositor as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties tha...
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law. The SPV and Agent agree, and each Investor by acquiring an Investment or other interest in the Affected Assets agrees, to treat and report such Investment or other interests in the Affected Assets as indebtedness for U.S. federal and state income tax purposes. The SPV hereby authorizes the Agent to file financing statements naming the SPV as debtor or seller and describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Agreement.
(ii) The SPV hereby grants to the Agent (on behalf of the Investors) a security interest in the Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Investors) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(iii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Committed Investors 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 benefit of SPV.
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Class Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than federal and state income tax and accounting purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) is not treated as a sale for all purposes, other than federal and state income tax and accounting purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(ii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Alternate Investors 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 benefit of SPV.
Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that the transfer of Timeshare Loans to be made pursuant to the terms hereof shall constitute a sale by the Seller or Bluegreen, as applicable, to the Depositor and 3
Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Conveyed Timeshare Property to be made pursuant to the terms hereof shall constitute a sale by the Seller to the Buyer and not a loan secured by the Conveyed Timeshare Property. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that (a) the Seller shall be deemed to have granted to the Buyer as of the date hereof a first priority perfected security interest in all of the Seller’s right, title and interest in, to and under, whether now owned or existing or hereafter acquired or arising, the Conveyed Timeshare Property, and (b) this Agreement shall constitute a security agreement under applicable law.
Intended Characterization; Grant of Security Interest. (a) It is the intention of the parties hereto that the conveyance by the Depositor of the Trust Estate to the Issuer shall constitute a purchase and sale of such Trust Estate and not a loan. In the event, however, that a court of competent jurisdiction were to hold that the transaction evidenced hereby constitutes a loan and not a purchase and sale, it is the intention of the parties hereto that this Agreement shall constitute a security agreement under applicable law, and that the Depositor shall be deemed to have granted and hereby, does grant to the Issuer, a first priority perfected security interest in all of the Depositor's right, title and interest in, to and under the Trust Estate to secure a loan in an amount equal to the purchase price of the Loans.
(b) The Depositor and the Servicer shall take no action inconsistent with the Issuer's ownership of the Trust Estate and shall indicate or shall cause to be indicated in its records and records held on its behalf that ownership of each Loan and the assets in the Trust Estate are held by the Issuer. In addition, the Depositor and the Servicer shall respond to any inquiries from third parties with respect to ownership of a Loan or any other asset in the Trust Estate by stating that it is not the owner of such asset and that ownership of such Loan or other Trust Estate asset is held by the Issuer.
Intended Characterization; Grant of Security Interest. It is the intention of the parties hereto that each transfer of Contributed Student Loans to be made pursuant to the terms hereof shall constitute an absolute transfer with the effect described in Section 3(a) by the Transferor to MRU ABS and not a loan secured by the Contributed Student Loans. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not an absolute transfer, it is the intention of the parties hereto that the Transferor shall be deemed to have granted to MRU ABS as of the date hereof a first priority perfected security interest in all of the Transferor’s right, title and interest in, to and under the Contributed Student Loans and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law.
Intended Characterization; Grant of Security Interest. (a) It is the intention of the Parties hereto that each transfer of Scheduled Receivables to be made pursuant to the terms hereof and any related Purchase Offer shall constitute a sale by the Seller to the Purchaser of such Scheduled Receivables and not a loan secured by the Purchased Receivables. To protect against the event that, notwithstanding the intention of the parties that the sale and assignment of all right, title and interest of the Seller in and to the Scheduled Receivables pursuant to this Agreement constitute a true sale, a court were to hold that such sale and assignment constitutes a secured financing arrangement rather than a true sale, but without derogating from the foregoing intention of the parties, the Seller hereby grants to the Purchasers as of the date of this Agreement a security interest under Article 9 of the UCC in all of the right, title and interest of the Seller in, to and under the Purchased Receivables now existing and hereafter created as collateral security for all of the Obligations of the Seller under this Agreement and the other Transaction Documents, and solely for such purpose (i) the Purchasers shall have all of the rights and remedies of a secured party under the UCC, (ii) all of the provisions of this Agreement shall be construed mutatis mutandis to grant such a security interest, (iii) the Purchased Receivables constitute either "accounts" or "general intangibles" under the UCC and (iv) this Agreement shall constitute a security agreement under the UCC.
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Class Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder shall be treated as a sale for all purposes, other than accounting and federal and state income tax purposes. If notwithstanding the intent of the parties, the sale, assignment and transfer of the Affected Assets to the Agent is not treated as a sale for all purposes, other than accounting and federal and state income tax purposes, the sale, assignment and transfer of the Affected Assets shall be treated as the grant of, and the SPV hereby does grant, a security interest in the Affected Assets to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Conduit Investors and/or the Alternate Investors as applicable) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
(ii) Each of the parties hereto further expressly acknowledges and agrees that the Commitments of the Alternate Investors 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 benefit of SPV.
Intended Characterization; Grant of Security Interest. (i) The SPV, the Agent, the Managing Agents and the Investors intend that the sale, assignment and transfer of the Affected Assets to the Agent (on behalf of the Investors) hereunder shall be treated as a sale for all purposes, other than U.S. federal and state income tax purposes (for which purposes such Persons intend that the sale, assignment and transfer shall be treated as a secured financing rather than a sale).
(ii) The SPV hereby grants to the Agent (on behalf of the Secured Parties) a security interest in all of its right, title and interest in the Blocked Accounts as additional collateral to secure the payment and performance of the SPV’s obligations to the Agent (on behalf of the Secured Parties) hereunder and under the other Transaction Documents or as may be determined in connection therewith by applicable Law.
