Common use of Characterization Clause in Contracts

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid security interest in all of Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, all Related Security with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereof) which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.3(b), any sale or capital contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not as a sale or capital contribution contribution, or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law, and each of the Originators and Buyer represents and warrants as to itself that each remittance of Collections by any Originator to Buyer under this Agreement is (i) in payment of a debt incurred by the applicable Originator in the ordinary course of business or financial affairs of such Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and Buyer. For this purpose and without being in derogation of the parties’ intention that each sale or capital contribution transfer of Receivables by an Originator hereunder shall constitute a true sale or capital contribution thereof, as applicable, : Each Originator hereby grants to Buyer a valid and continuing security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables which are now existing and or hereafter arising (including, without limitationand are intended to be sold or contributed by such Originator to Buyer in accordance with the terms of this Agreement, all Receivables sold hereunder after the Termination Date), all Collections, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid duly perfected security interest in all of Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after the Termination Date)arising, all Collections, all Related Security and Records with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereof) which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Originator and the Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by the Originator to the Buyer hereunder shall will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.2(b), any sale or capital contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not as a sale or capital contribution contribution, or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, each Originator hereby grants to Buyer a valid duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (includingarising, without limitation, and in all Receivables sold hereunder after the Termination Date), all Collections, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account and Account, all other rights and payments relating to such the Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, each Originator represents and Buyer each represent and warrant warrants that each remittance of Collections and other property by such Originator to Buyer hereunder shall under this Agreement will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyersuch Originator.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.01(c), any sale or capital contribution by Originator to Buyer of Qualified Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Qualified Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid and perfected security interest in all of Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Qualified Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after the Termination Date)arising, all Collections, all Related Security and Records with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such the Qualified Receivables and all proceeds of the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such the Qualified Receivables to the Buyer and (b) the obligation to transfer such Receivables to the Buyer with a value at least equal to the Purchase Price thereofQualified Receivables, Collections thereon and the Related Security with respect thereto) which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of the Originator and the Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by the Originator to the Buyer hereunder shall will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by an Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, each Originator hereby grants to Buyer a valid duly perfected security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after the Termination Date)arising, all Collections, all Related Security and Records with respect thereto, all other rights and payments relating to the Receivables, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and Account, all proceeds of the foregoing, foregoing and all other assets in which the Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement Agreement, to secure all the prompt and complete payment and performance obligations of Originator hereunder (including (a) the obligation a loan deemed to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least have been made in an amount equal to the Purchase Price thereof) of the Receivables generated by such Originator together with all of the other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence and during the continuance of an Amortization Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of Originator and Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by Originator to Buyer hereunder shall will have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or capital contribution transfer by any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other than a secured loan and not a true sale or capital true contribution or such sale or capital contribution shall transfer for any reason shall be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale or capital contribution of Receivables hereunder transfer shall constitute a true sale or capital true contribution and absolute assignment thereof, as applicable, Originator each of the Originators hereby grants to the Buyer a valid security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) all Receivables now existing and hereafter as of the close of business on the applicable Initial Cutoff Date or thereafter arising (including, without limitation, all Receivables sold hereunder after from time to time prior to the Termination Date), and all Collectionsrights and payments relating thereto, (ii) all Related Security with respect relating thereto, whether existing on the applicable Initial Cutoff Date or thereafter arising, (iii) all Collections thereof, whether existing on the applicable Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and Collection Account each Lock-Box Account, whether existing on the applicable Initial Cutoff Date or thereafter arising, and all other rights and payments relating to such Receivables and (v) all proceeds of any of the foregoing, whether existing on the applicable Initial Cutoff Date or thereafter arising (collectively, the “Originator Collateral”), to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made by the Buyer to each Originator in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the aggregate Purchase Price thereof) for the Purchased Receivables originated by such Originator (and, in the case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.3(b), any sale or capital contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not as a sale or capital contribution sale, or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law, and each of the Originators and Buyer represents and warrants as to itself that each remittance of Collections by any Originator to Buyer under this Agreement is (i) in payment of a debt incurred by the applicable Originator in the ordinary course of business or financial affairs of such Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and Buyer. For this purpose and without being in derogation of the parties’ intention that each sale or capital contribution transfer of Receivables by an Originator hereunder shall constitute a true sale or capital contribution thereof, as applicable, each Originator hereby grants to Buyer a valid and continuing security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables of such Originator which are now existing and or hereafter arising (including, without limitation, all Receivables sold hereunder of such Originator that arise after the Termination Date)) and are intended to be sold by such Originator to Buyer in accordance with the terms of this Agreement, all Collections, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account and and, all other rights and payments relating to such Receivables and all proceeds of the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from such Originator together with all payment and performance other obligations of such Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereof) Receivables, Collections thereon and the Related Security with respect thereto), which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In Each Originator hereby authorizes Buyer (and any of its assigns), within the case meaning of Section 9-509 of any Recharacterizationapplicable enactment of the UCC, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator as secured party, to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in file the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and BuyerUCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the the-parties expressed in Section 1.1(b1.1(c), any sale or capital contribution by Originator an Seller to the Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables by the Seller hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator the Seller hereby grants to the Buyer a valid duly perfected security interest in all of Originatorthe Seller’s right, title and interest, whether now owned or hereafter acquired, in, interest in and to and under all Receivables now existing and hereafter arising (includingof the Seller which exist as of the date hereof, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, together with all Related Security with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing, to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables purchased from such Seller together with any Purchase Interest applicable thereto and all other obligations of the Seller hereunder, which security interest shall be prior to all other Adverse Claims thereto. Upon the occurrence of a Event of Default, the Buyer and its assigns shall have, in addition to the rights and remedies which they it may have under this Agreement, all other rights and remedies provided to a secured creditor upon default under the UCC and other applicable law, which rights and remedies shall be cumulative. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(bSECTION 1.2(b), any sale or capital contribution by any Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution sale, or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, each Originator hereby grants to Buyer a valid and perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising arising, and in all Collections and Related Security with respect thereto (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, all Related Security with respect thereto, each Lock-Box and Collection Account and Account), all other rights and payments relating to such the Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables originated by such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In , Each Originator hereby authorizes Buyer (or the case Administrative Agent, as Buyer's collateral assignee), within the meaning of Section 9-509 of any Recharacterizationapplicable enactment of the UCC, Originator and Buyer each represent and warrant that each remittance as secured party, to file, without the signature of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in debtor, the ordinary course of business or financial affairs of Originator and BuyerUCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b2.01(b), any sale or capital contribution by any Originator to the Buyer of Receivables any Receivable Assets hereunder shall be characterized as a secured loan and not as a sale or capital contribution absolute transfer thereof or such sale or capital contribution transfer shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Originator Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, each Originator hereby grants to the Buyer a valid security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all of its Originator Receivables now existing and hereafter arising (including, without limitationarising, all Receivables sold hereunder after the Termination Date), all Collections, all Collections and Related Security with respect thereto, each Locklock-Box box and Collection Account and lock-box account to which any Collections are remitted or deposited, all other rights and payments relating to such the Originator Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Initial Purchase Price thereofor the Purchase Price (as applicable) which of the Originator Receivables together with all other obligations of such Originator hereunder, and such Originator covenants that it shall take all actions reasonably necessary to ensure that such security interest shall be prior to all other Adverse Claims thereto. Furthermore, in the event the sale of the Receivable Assets hereunder is characterized other than as a sale, each of the Buyer and the Originators represents, as to itself, that each remittance of Collections by such Originator to the Buyer or its assignees under this Agreement will have been (i) in payment of a debt incurred by such Originator in the ordinary course of business or financial affairs of such Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of such Originator and the Buyer. After the Termination Date, the Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or capital contribution by any Originator to Buyer of Receivables hereunder shall be characterized by a court of competent jurisdiction as a secured loan and not a sale or capital contribution sale, or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement is and shall be deemed deemed, as of the date hereof, to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, each Originator hereby grants to Buyer a valid security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under the following assets, now existing or hereafter arising: (i) all Receivables now existing and hereafter arising originated by it, (including, without limitation, all Receivables sold hereunder after ii) the Termination Date), all Collections, all Related Security with respect thereto, (iii) each Lock-Box and Box, (iv) each Collection Account and Account, (v) all Related Security, (vi) all other rights and payments relating to such Receivables and Receivables, (vii) all proceeds of any of the foregoing, and (viii) all other assets in which the Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement hereunder, to secure all the prompt and complete payment and performance obligations of Originator a loan (in the event that any sale or contribution hereunder (including (ais characterized as a secured loan) the obligation deemed to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least have been made in an amount equal to the Purchase Price thereof) of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of an Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable law, which rights and remedies shall be cumulative. In Each Originator hereby authorizes the case Buyer (or its assigns), within the meaning of Section 9-509 of any Recharacterizationapplicable enactment of the UCC, Originator and Buyer each represent and warrant that each remittance as secured party, to file, without the signature of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in debtor, the ordinary course of business or financial affairs of Originator and BuyerUCC financing statements contemplated hereby.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid duly perfected security interest in all of Originator’s right, right title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after through and including the Termination Date), all Collections, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account and Account, all other rights and payments relating to such the Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, each of the Originator and the Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by the Originator to the Buyer hereunder shall will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b1.1(c), any sale or capital contribution transfer by any Originator to the Buyer of Receivables hereunder shall be characterized as in any manner other Receivables Sale Agreement than a secured loan and not a true sale or capital true contribution or such sale or capital contribution shall transfer for any reason shall be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the applicable UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale or capital contribution of Receivables hereunder transfer shall constitute a true sale or capital true contribution and absolute assignment thereof, as applicable, Originator each of the Originators hereby grants to the Buyer a valid security interest in all of such Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under (i) all Receivables now existing and hereafter as of the close of business on the Initial Cutoff Date or thereafter arising (including, without limitation, all Receivables sold hereunder after from time to time prior to the Termination Date), and all Collectionsrights and payments relating thereto, (ii) all Related Security with respect relating thereto, whether existing on the Initial Cutoff Date or thereafter arising, (iii) all Collections thereof, whether existing on the Initial Cutoff Date or thereafter arising, (iv) each Lock-Box and Collection Account each Lock-Box Account, whether existing on the Initial Cutoff Date or thereafter arising, and all other rights and payments relating to such Receivables and (v) all proceeds of any of the foregoing, whether existing on the Initial Cutoff Date or thereafter arising (collectively, the “Originator Collateral”), to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made by the Buyer to each Originator in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the aggregate Purchase Price thereof) for the Purchased Receivables originated by such Subsidiary Originator (or, in the case of CMC, the Purchase Price that would have been payable for its Contributed Receivables had they not been contributed to the Buyer’s capital), together with all other obligations of such Originator hereunder, which security interest shall be interest, each of the Originators hereby represents and warrants, is valid, duly perfected and prior to all other Adverse Claims theretoClaims. The Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid security interest in all of Originator’s right, title and interest, whether now owned or hereafter acquired, in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after the Termination Date), all Collections, all Related Security with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereof) which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.Claims

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid duly perfected security interest in all of Originator’s right, right title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after through and including the Termination Date), all Collections, all Collections and Related Security with respect thereto, . each Lock-Box and Collection Account and all other rights and payments relating to such the Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, each of the Originator and the Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by the Originator to the Buyer hereunder shall will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.

Characterization. (a) If, notwithstanding the intention of ---------------- the parties expressed in Section 1.1(b1.2(c), any sale or capital contribution by an -------------- Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”)unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale or capital contribution of Receivables by each Originator hereunder shall constitute a true sale or capital contribution thereof, as applicable, such Originator hereby grants to Buyer a valid duly perfected security interest in all of such Originator’s 's right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables of such Originator which are now existing and or hereafter arising (including, without limitationarising, all Receivables sold hereunder after the Termination Date), all Collections, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables purchased from such Originator together with all other obligations of such Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, Originator and Buyer each represent and warrant that each remittance of Collections and other property by Originator to Buyer hereunder shall have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “"Recharacterization”"), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties’ ' intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid duly perfected security interest in all of Originator’s right, 's right title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after through and including the Termination Date), all Collections, all Collections and Related Security with respect thereto, each Lock-Box and Collection Account and Account, all other rights and payments relating to such the Receivables and all proceeds of the foregoing, foregoing to secure the prompt and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions complete payment of this Agreement a loan deemed to have acquired been made in an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least amount equal to the Purchase Price thereof) of the Receivables together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they 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. In the case of any Recharacterization, each of the Originator and the Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by the Originator to the Buyer hereunder shall will have been (i) in payment of a debt incurred by the Originator in the ordinary course of business or financial affairs of the Originator and the Buyer and (ii) made in the ordinary course of business or financial affairs of the Originator and the Buyer.

Characterization. (a) If, notwithstanding the intention of the parties expressed in Section 1.1(b), any sale or capital contribution by Originator to Buyer of Receivables hereunder shall be characterized as a secured loan and not a sale or capital contribution or such sale or capital contribution shall for any reason be ineffective or unenforceable (any of the foregoing being a “Recharacterization”), then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable lawUCC. For this purpose and without being in derogation of the parties’ intention that each the sale or capital contribution of Receivables hereunder shall constitute a true sale or capital contribution thereof, as applicable, Originator hereby grants to Buyer a valid and perfected security interest in all of Originator’s right, title and interest, whether now owned or hereafter acquired, interest in, to and under all Receivables now existing and hereafter arising (including, without limitation, all Receivables sold hereunder after the Termination Date)arising, all Collections, all Related Security with respect thereto, each Lock-Box and Collection Account and all other rights and payments relating to such the Receivables and all proceeds of the foregoing, and all other assets in which Buyer has acquired, may hereafter acquire and/or purports pursuant to the terms and provisions of this Agreement to have acquired an interest under this Agreement to secure all payment and performance obligations of Originator hereunder (including (a) the obligation to remit all Collections with respect to such the Receivables to Buyer and (b) the obligation to transfer such Receivables to Buyer with a value at least equal to the Purchase Price thereofReceivables, Collections thereon and the Related Security with respect thereto) which security interest shall be prior to all other Adverse Claims thereto. After the occurrence of a Termination Event, Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor after default under the UCC and other applicable lawUCC, which rights and remedies shall be cumulative. In the case of any Recharacterization, each of Originator and Buyer each represent represents and warrant warrants as to itself that each remittance of Collections and other property by Originator to Buyer hereunder shall will have been (i) in payment of a debt incurred by Originator in the ordinary course of business or financial affairs of Originator and Buyer and (ii) made in the ordinary course of business or financial affairs of Originator and Buyer.