Common use of Intended Characterization; Grant of Security Interest Clause in Contracts

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. (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 Scheduled 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 Purchaser 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 Scheduled 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 Purchaser 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 Scheduled Receivables constitute either "accounts" or "general intangibles" under the UCC and (iv) this Agreement shall constitute a security agreement under the UCC.